Common use of Company Registration Clause in Contracts

Company Registration. (a) If at any time or from time to time, the Company shall determine to register any of its securities, either for its own account or for the account of a security holder or holders, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transaction, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registration, all the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of such written notice from the Company by any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter.

Company Registration. (a) If at any time or from time to time, the Company shall determine proposes to register conduct an underwritten public offering of any of its securities, either stock or other equity securities solely for its own account or for cash pursuant to an effective registration statement under the account of a security holder or holders, Securities Act (other than (i) a registration of securities registrations on Form S-8 or S-4 (or any successor formforms) relating solely or registrations in connection with dividend reinvestment plans and stock purchase plans) including any such offering undertaken pursuant to employee benefit plansSection 2.3, or (ii) a registration of securities in a Rule 145 Transaction, then the Company will: (i) shall promptly give to each Holder written notice thereof; and (ii) subject to Section 10.3(b), include in of such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registration, all proposed underwritten offering. Upon the Registrable Securities specified in a written request or requests received of any Holder given within twenty (20) days after receipt of such written notice from the Company by any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwritingCompany, the Company shall so advise shall, subject to the Holders as a part provisions of Section 2.5, cause to be included in such offering all of the written notice given Registrable Securities that each such Holder requests to be included therein. The Company shall have the right to select the managing underwriter(s) for any underwritten registration not made pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein2.3. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form form, and such other agreements, including, but not limited to, custody agreements and lock-up agreements, requested by the managing underwriters, so long as all Holders participating in such underwritten offering are required to enter into substantially similar custody agreements or lock-up agreements, as the case may be; provided that no Holder shall be required to make any representations or warranties or give any indemnities other than those related to title and ownership of, and power and authority to transfer, shares and as to the accuracy and completeness of statements made in a registration statement, prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by such Holder pertaining exclusively to such Holder. No registration of Registrable Securities effected under this Section 2.4 shall relieve the Company of its obligations pursuant to Sections 2.1, 2.2 or 2.3. As of the date of this Agreement, the Company has not entered into any agreement (other than the Settlement Agreement and Release dated November 10, 2003 relating to X.X. Xxxxx & Co. (the “Settlement Agreement”)) providing any Person with registration rights with respect to securities of the Company that are equal to, or more favorable in any respect than, or that otherwise would conflict with, the rights granted under this Section 2.4. From and after the date of this Agreement, the Company shall not, other than the agreement to be entered into in connection with the managing underwriter selected for such underwriting by shares to be issued in the Grace settlement in the form provided to the Holders prior to the entry into the Merger Agreement, (a) enter into any agreement providing any Person with registration rights with respect to securities of the Company that are equal to, or more favorable in any respect than, or that otherwise would conflict with, the rights granted under this Section 2.4 and which does not expressly provide that the Holders in this Agreement have priority over such Persons in any subsequent registration statement or (b) with respect to the Company’s securities, enter into any agreement or by arrangement, take any action, or permit any change to occur that violates or subordinates the holders who have demanded such registration)rights expressly granted to the Holders in this Agreement. Notwithstanding any other provision hereof, Unilever and its Affiliates shall have no rights of notice, to registration or otherwise under this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter2.4.

Company Registration. (a) If at (but without any time or from time obligation to time, do so) the Company shall determine proposes to register any of its securitiesCommon Stock under the Securities Act for sale after the Lockup Period, either in connection with an offering of such securities solely for cash (other than a registration relating solely to Excluded Securities or to the sale of securities to participants in a Company stock option, stock purchase or similar plan, or a registration relating solely to a transaction of the type described in Rule 145(a) under the Securities Act), or in an underwritten offering effected by the Company for both its own account or and for the account of a security holder or holders, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transactionstockholders, the Company will: (i) shall, at such time, promptly give to each Holder written notice thereof; and of such registration. Upon the written request of any Holder given within twenty (ii20) days after notice shall have been deemed given by the Company in accordance with Section 9.3 of this Agreement, the Company shall, subject to the provisions of Section 10.3(b6.2(b), include in such registration (and any related qualification under blue sky laws or other compliance), ) and in any underwriting involved therein, all of the Registrable Securities that each such Holder has requested to be registered; provided that the number of Registrable Securities of all Holders included in such registration including any Holders and any other selling shareholders, shall not, without the approval of the Company, exceed 20% of all Common Stock registered by the Company in such registration, all the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of such written notice from the Company by any Holder. (b) If the registration of which the Company gives notice is for a registered public In connection with any offering involving an underwritingunderwriting of shares being issued by the Company, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to not be required under this Section 10.3 shall be conditioned upon such 6.2 to include any Holder's participation ’s securities in such underwriting and unless such Holder accepts the inclusion terms of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as agreed upon between the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesit. If any Holder disapproves of the terms of any such underwriting, he or she it may elect to withdraw therefrom by written notice to the Company and the managing underwriterunderwriter delivered at least seven (7) days prior to the effective date of the Registration Statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Holders shall have no right to participate in the selection of the underwriters for an offering pursuant to this Section 6.2. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Company Registration. (a) If at any time the Company proposes to register -------------------- any of its preferred or from time to timecommon stock under the Securities Act in connection with the public offering of such securities solely for cash on a form that would also permit the registration of the Registrable Securities, the Company shall determine to register any of its securitiesshall, either for its own account or for the account of a security holder or holderseach such time, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transaction, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) subject to Section 10.3(b), include in of such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registration, all determination. Upon the Registrable Securities specified in a written request or requests received of any Holder given within twenty (20) days after receipt mailing of any such written notice from by the Company by any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwritingCompany, the Company shall so advise use its best efforts to cause to be registered under the Holders as a part Securities Act all of the written notice given pursuant to Section 10.3(a)(i)Registrable Securities that each such Holder has requested be registered. In such event, the right case of any Holder to registration effected pursuant to this Section 10.3 Section, the Company shall be conditioned upon such Holder's participation in such underwriting bear all registration and qualification fees and expenses (excluding underwriters' discounts and commissions), and any costs and disbursements of counsel for the Company and one counsel for the selling Holders, if any, that result from the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting held by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included Holders in such registration. The Company shall advise all Holders who have requested that not be required under this Section 9.2 to include any of the Holders' Registrable Securities in an underwriting unless such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If the total amount of securities that all selling stockholders with a contractual right to participate in such offering request to be included in such registration offering exceeds the amount of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance underwriters reasonably believe compatible with the above provisionssuccess of the offering, the Company or shall only be required to include in the offering so many of the securities of the selling Holders as the underwriters may round believe will not jeopardize the number success of shares allocated the offering (the securities so included to any Holder be apportioned pro rata among all selling stockholders according to the nearest 100 shares. If any Holder disapproves total amount of the terms of any such underwriting, he or she may elect to withdraw therefrom securities owned by written notice to the Company and the managing underwriterthem.

Company Registration. (a) If at (without any time or from time obligation to time, do so) the Company shall determine proposes to register any of its securitiescapital stock under the Securities Act, either for its own account or for the account of any of its stockholders with registration rights, for purposes of a security holder or holders, other than (i) a registration firm commitment underwritten public offering of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 TransactionCommon Stock, the Company will: (i) will promptly give to each Holder written notice thereof; and (ii) subject thereof to Section 10.3(b), the Holders of its intention to effect such a registration and will include in such registration all Registrable Securities (and any related qualification under blue sky laws or other compliance)subject to, and in accordance with the priorities set forth in, Sections 1.3(b) below) with respect to which the Company has received a written request from any underwriting involved of the Holders (the “Piggyback Notice”) for inclusion within 10 Business Days after the delivery of the Company’s notice. Each Piggyback Notice shall set forth (i) the identity of each of the Holders that intend to participate in the registration, and (ii) the number of Registrable Securities such Holders intend to register in such registration, all the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of such written notice from the Company by any Holder. (b) If The Company shall not be required under this Section 1.3 to include any of the registration of which the Company gives notice is for a registered Holders’ securities in such underwritten public offering involving an underwriting, unless they accept the Company shall so advise the Holders as a part terms of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned underwriting as agreed upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with between the Company and the other holders distributing underwriters selected by it, and then only in such quantity as the underwriters determine in their securities through such underwriting) enter into an underwriting agreement in customary form with sole discretion will not jeopardize the managing underwriter selected for such underwriting success of the offering by the Company (or by the holders who have demanded such registration)Company. Notwithstanding Regardless of any other provision of this Section 10.31.3, if the managing underwriter determines advises the Company that marketing factors require a limitation of reduction in the number of shares to be underwritten, then the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration the underwritten public offering shall be determined in proportionallocated first, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterPerson or Persons requesting such registration (if other than the Company), shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, to all other holders of securities having the right to include such securities in such registration (including the Holders) who shall be entitled to participate pro rata based on the number of shares requested to be sold by such holders, including any participating Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.6 hereof.

Company Registration. (a) If at any time or from time the Company, in connection with the next registration of shares of Common Stock under the Securities Act to timeoccur following the Closing Date (as defined in the Purchase Agreement), the Company shall determine to register any of its securities, either for its own account or for the account of a security holder or holders, other than (i) in a registration statement covering the sale of securities on Form S-8 (or any successor form) relating solely Common Stock to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transactionthe general public pursuant to an underwritten public offering, the Company will: : (i) promptly give to each Holder written notice thereofthereof at least forty-five 45 days before filing; and provided, however, in the case of a Registration Statement on Form S-3, the Company shall be required to give each Holder written notice of the proposed filing thereof promptly after a decision to make such filing has been made and in no event less than ten (10) business days prior to filing; and (ii) subject use its best efforts to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), laws) and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests received requests, made within twenty fifteen (2015) days after receipt of such written notice from the Company Company, or, in the case of a Registration Statement on Form S-3, within seven (7) business days after receipt of such written notice, by any HolderHolder or Holders, except as set forth in Section 3(b) below. The term "the next registration of shares of Common Stock under the Securities Act to occur following the Closing Date" as used in the previous sentence shall not include any registration of Common Stock covered by the registration statement on Form S-2 filed by the Company with the SEC on April 14, 2000 (though filed, such registration is not yet effective), registrations on Forms X-0, X-0 or any registration form which does not permit secondary sales, or relating to employee stock option plans, dividend reinvestment plans or Rule 145 transactions. In addition, the registration rights provided in this subparagraph 3(a) shall be subordinated to the registration rights of the holders of the Company's Series A Preferred Stock and Series B Preferred Stock and to the registration rights of Intel Corporation, The notice referred to in this subparagraph 3(a) shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 10.3 3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company, and may, at their option, require that any or all the representations and warranties by, and the covenants and other agreements on the part of, the Company to and for the benefit of such underwriter shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriter other than those relating to such Holders, their Registrable Securities and their intended methods of distribution and information about such Holders provided by such Holders for use in the registration statement. Upon the written request of the managing underwriter of any underwritten offering of the Company's securities, a Holder of Registrable Securities shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (or by the holders who have demanded other than those included in such registration)) without the prior written consent of such managing underwriter for a period not to exceed that period required of any other seller of Capital Stock that such managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. Notwithstanding any other provision of this Section 10.33, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall so advise all Holders who have requested that of Registrable Securities which would otherwise be included registered and underwritten pursuant hereto, and the Company shall include in such registration first the number of any limitations imposed pursuant shares requested to this Section 10.3(b). The be sold by the Company together with the number of shares requested to be sold by the persons and entities exercising demand registration rights with respect to such registration, if any, then the number of shares of Registrable Securities that may requested to be included in the registration which, in the opinion of such underwriter, can be sold, pro rata among all Holders thereof and all other shareholders of the Company that have contractual rights with respect to the registration and underwriting for each Holder who has requested that Registrable Securities be included in of shares of Capital Stock held by such registration shall be determined shareholders (the "Other Holders") in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all such Holders who have requested that Registrable Securities be included in such registration and Other Holders at the time of filing the registration statement. To facilitate , with further proportional allocations among the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of Holders and Other Holders if any such underwriting, he Holder or she may elect Other Holder has requested less than all such Registrable Securities it is entitled to withdraw therefrom by written notice to the Company and the managing underwriterregister.

Company Registration. If (abut without any obligation to do so) If at any time or from time to time, the Company shall determine proposes to register any of its securities, either stock or other securities under the Securities Act in connection with the public offering of such securities solely for its own account or for the account of a security holder or holderscash, other than (ia) a registration relating solely to the sale of securities to participants in a stock plan, or (b) a registration on Form S-8 S-4 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a transaction pursuant to the SEC’s Rule 145 Transaction145, the Company will: (i) shall, at such time, promptly give to each Holder written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in of such registration, all . Upon the Registrable Securities specified in a written request or requests received of each Holder given within twenty fifteen (2015) days after receipt by such Holder of such written notice from by the Company by any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwritingin accordance with Section 21, the Company shall, subject to the provisions of Section 5, cause to be registered under the Securities Act all of the Registrable Shares that each such Holder has requested to be registered; provided, that the Company shall so advise have the right to postpone or withdraw any registration statement relating to an offering in which the Holders as a part of are eligible to participate under this Section 2 without any liability or obligation to the written notice given pursuant to Holders under this Section 10.3(a)(i)2. In such event, Any Holder shall have the right to withdraw its request for inclusion of its Registrable Shares in any Holder to registration statement pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting 2 by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Shares in the managing underwriterregistration as to which such withdrawal was made.

Company Registration. (a) If at any time or from time to time, time the Company shall determine to register any of its securities, either for its own account or for the account of a security holder or holders, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in relating solely to a Commission Rule 145 Transactiontransaction, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests received requests, made within twenty (20) days after receipt of such written notice from the Company Company, by any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i1.3(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 10.3 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration)Company. Notwithstanding any other provision of this Section 10.31.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities or other securities to be included in such registration, provided, however, that after the Company's initial firm commitment underwritten public offering (the "IPO") no such limitation shall reduce the percentage of Registrable Securities included in such registration below fifty percent (50%). In the Company's IPO, such limitation may reduce the percentage of Registrable Securities included in such registration to 0%. The Company shall so advise all Holders who have requested that Registrable Securities be included in and other holders distributing their securities through such registration of any limitations imposed pursuant to this Section 10.3(b). The underwriting and the number of shares of Registrable Securities and other securities that may be included in such the registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities contractually entitled to registration in the offering held by all such Holders who have requested that Registrable Securities be included in and such registration other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. In the event of any such withdrawal, the participating Holders may increase their participation pro rata up to the amount equal to the withdrawn securities. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Company Registration. (a) If 4.1 Subject to Section 4.2, whenever the Company proposes to file a Registration Statement at any time or and from time to time, it will, prior to such filing, promptly give written notice to all Shareholders of its intention to do so and, if the Company receives the written request of any Shareholder holding Registrable Shares (other than any Shareholder that has at any time defaulted on its obligations in respect of a Reinsurance Draw) within ten (10) days after the Company provides such notice, the Company shall determine use its reasonable best efforts to register any of its securities, either for its own account or for the account of a security holder or holders, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transaction, cause all Registrable Shares that the Company will: has been requested by such Shareholder or Shareholders to be registered under the Securities Act to the extent necessary to permit their sale or other disposition; provided, however, that (ia) promptly give the rights set forth in this Section 4 shall not apply to each Holder written notice thereof; and (ii) subject Registration Statements to be filed pursuant to Section 10.3(b), include in such registration (3 hereof and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registration, all the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of such written notice from the Company by any Holder. (b) If the registration of which the Company gives notice is for a registered public shall have the right to postpone or withdraw any registration effected pursuant to this Section 4 without obligation to any Shareholder. 4.2 In connection with any offering under this Section 4 involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant not be required to Section 10.3(a)(i). In such event, the right of include any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation Registrable Shares in such underwriting and unless the inclusion holders thereof accept the terms of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as reasonably agreed upon between the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with underwriters selected by it. If the managing underwriter selected for such underwriting by the Company (or by advises the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3Registrable Shares requesting registration hereunder that, if the managing underwriter determines that in its good faith view, marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit or eliminate entirely Company shall exclude from such registration (a) first, securities held by any Person who does not have any contractual rights to cause the Company to register such securities (including, without limitation, any Shareholder that has at any time defaulted on its obligations in respect of a Reinsurance Draw), (b) second, securities held by any Person with such contractual rights other than those granted under this Agreement, (c) third, shares held by the holders of Other Registrable Securities Shares pro rata among such holders on the basis of the respective number of Other Registrable Shares requested by them to be included in such registration. The Company shall advise all Holders who have requested that , (d) fourth, shares held by any Defaulting Investors pro rata among such Defaulting Investors on the basis of the respective number of Class A Registrable Securities Shares owned by such holders requesting to be included in such registration registration, (e) fifth, shares held by the holders of Class A Registrable Shares who are Institutional Investors (other than any limitations imposed pursuant to this Section 10.3(b). The Defaulting Investors) pro rata among such holders on the basis of the respective number of shares of Class A Registrable Securities that may Shares owned by such holders requesting to be included in such registration registration, and underwriting for each Holder (f) sixth, shares held by the holders of Class A Registrable Shares who has are not Institutional Investors pro rata among such holders on the basis of the respective number of Class A Registrable Shares requested that Registrable Securities by them to be included in such registration registration, but in no event shall the amount of Class A Registrable Shares included in the offering pursuant to clauses (e) and (f) be determined in proportion, as nearly as practicable, to reduced below thirty percent (30%) of the respective amounts total amount of Registrable Securities held by all Holders who have requested that Registrable Securities be securities included in such registration at offering unless such offering is the time initial public offering of filing the registration statement. To facilitate the allocation of Company’s securities and no other shareholder has included shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterregistration.

Company Registration. (a) If at any time or from time to time, the Company shall determine to register any files a registration statement under the Securities Act for purposes of its securities, either a public offering of securities of the Company for its own account or for (excluding Special Registration Statements), it shall notify the account of a security holder or holdersPurchaser in writing (the "Company Notice"). The Purchaser shall have the right (the "Piggyback Right"), other than (i) a subject to the limitations set forth in Section 6.1(b), to include in any such registration of securities on Form S-8 (statement all or any successor form) relating solely portion of the Unsubscribed Shares then held by the Purchaser. In order to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transactionexercise the Piggyback Right, the Company will: (i) promptly Purchaser shall give to each Holder written notice thereof; and to the Company (iithe "Piggyback Notice") subject no later than 15 days following the date on which the Company gives the Company Notice. The Piggyback Notice shall set forth the number of Unsubscribed Shares that the Purchaser desires to Section 10.3(b), include in such the registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registration, all the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of such written notice from the Company by any Holderstatement. (b) If the registration of statement under which the Company gives notice under this Section 6.1 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of Purchaser in the written notice given pursuant to Section 10.3(a)(i)Company Notice. In such event, the right of any Holder the Purchaser to be included in a registration pursuant to this Section 10.3 6.1 shall be conditioned upon such Holderthe Purchaser's participation in such underwriting underwritten offering and the inclusion of such Holderthe Purchaser's Registrable Securities Unsubscribed Shares in the underwriting underwritten offering to the extent provided herein. All Holders proposing If the Purchaser proposes to distribute their securities through include its Unsubscribed Shares in such underwriting underwritten offering, the Purchaser shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company (or by the holders who have demanded such registration)Company. Notwithstanding any other provision of this Section 10.3Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in the underwriting shall be allocated, first, to the Company; second, to the Purchaser; and third, to any shareholder of the Company (other than the Purchaser) on a pro rata basis. No such registration and underwriting reduction shall reduce the securities being offered by the Company for each Holder who has requested that Registrable Securities its own account to be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesand underwriting. If any Holder the Purchaser disapproves of the terms of any such underwriting, he or she the Purchaser may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at least 30 days prior to the effective date of the registration statement. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6.1 prior to the effectiveness of such registration whether or not the Purchaser has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 6.3 hereof.

Company Registration. (a) If at any time or from time to time, the Company shall determine to register any of its securities, securities either for its own account or for the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.2 hereof), other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration relating solely to the offer and sale of securities in debt securities, a registration relating solely to a corporate reorganization or other transaction subject to Rule 145 Transactionon Form S-4, a registration on any registration form that does not permit secondary sales, a registration related to any obligation of Proxim or the Company to register securities existing as of the date hereof and described in Section 2.3 or Section 3.3 of the Merger Agreement, Section 2.3 the Proxim Disclosure Letter or Section 3.3 of the Western Multiplex Disclosure Letter (any such registration, a "COMPANY REGISTRATION"), the Company will: (i) promptly give to each Holder written notice thereof; and (ii) subject use its commercially reasonable best efforts to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 1.1(b) below, and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests made by any Holder and received by the Company within twenty fifteen (2015) days after receipt of such the written notice from the Company described in clause (i) above is received by any such Holder, which written request may specify all or a part of a Holder's Registrable Securities. (bi) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i1.1(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 1.1 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through Other Stockholders that are participating in such underwritingregistration) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for by the Company. If any person does not agree to the terms of any such underwriting, such person shall be excluded therefrom by notice from the Company or the underwriters. Any Registrable Securities or other securities excluded or withdrawn from such underwriting by shall be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors in the manner set forth in Section 1.1(b)(ii), the Company (or by the holders shall then offer to all Holders who have demanded retained the right to include securities in the Company Registration the right to include additional securities in such registration). Company Registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in accordance with Section 1.1(b)(ii) hereof. (ii) Notwithstanding any other provision of this Section 10.31.1, in the event that a Company Registration is underwritten, if a representative of the managing underwriter determines underwriters advises the Company in writing that marketing factors require a limitation of the number of shares securities to be underwritten, underwritten (including Registrable Securities) in an offering subject to this Section 1.1 because the managing underwriter may limit or eliminate entirely the Registrable Securities number of securities to be included in such registration. The underwritten is likely to have an adverse effect on the price, timing or the distribution of securities to be offered, then the Company shall so advise all Holders who have requested that of Registrable Securities which would otherwise be included in such registration underwritten pursuant hereto, and, subject to the terms of any limitations imposed pursuant to this Section 10.3(b). The registration rights agreements existing as of the date hereof between Other Stockholders and the Company, the number of shares of Registrable Securities that may be included in such registration and the underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportionallocated, as nearly as practicablefirst, to the respective amounts Company, second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by all the Holders who and, third, to the Other Stockholders in accordance with the agreements pursuant to which the Other Stockholders have requested that registration rights. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If the underwriting agreement executed in connection with such offering provides for an overallotment option to be granted to the underwriters, and if such option is exercised by the underwriters, the allocation priority established above shall govern the allocation with respect to the sale of any shares of securities (including Registrable Securities) pursuant to such exercise by the underwriters. No such reduction pursuant to this Section 1.1(b)(ii) shall reduce the amount of securities of the selling Holders included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration at registration, unless such offering does not include shares of any Other Stockholders, in which event any or all of the time Registrable Securities of filing the registration statement. Holders may be excluded in accordance with the first sentence of this Section 1.1(b)(ii). (iii) To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters underwriter(s) may round the number of shares allocated to any Holder to the nearest 100 shares. If . (c) Subject to Section 1.3, the Company shall have the right to terminate or withdraw any registration described under this Section 1.1 prior to the effectiveness of such registration whether or not any Holder disapproves has elected to include Registrable Securities in such registration. The Registration Expenses of the terms of any such underwriting, he or she may elect to withdraw therefrom withdrawn registration shall be borne by written notice to the Company and the managing underwriterin accordance with Section 1.3 hereof.

Company Registration. If (abut without any obligation to do so) If at any time or from time to time, the Company shall determine proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its securities, either for its own account or for Common Stock under the account of a security holder or holders, Securities Act (other than (i) a registration relating solely to the sale of securities on Form S-8 to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act (or any successor form) relating solely to employee benefit planssaid Rule), or (ii) any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of securities in a Rule 145 Transactionthe Registrable Securities), the Company will: (i) shall, at such time, promptly give to each Holder written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in of such registration, all . Upon the Registrable Securities specified in a written request or requests received of each Holder given within twenty (20) days after receipt mailing of such written notice from by the Company by any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwritingin accordance with Section 15(e), the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such eventshall, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting subject to the extent provided herein. All Holders proposing provisions of Section 8 (including but not limited to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing "underwriter selected for such underwriting by the Company (or by the holders who have demanded such registrationcutback" provisions thereof). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities cause to be included in such registration under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. If, at any time after giving notice of its intention to register any of its securities as set forth in this Section 3 and before the effective date of such registration statement filed in connection with such registration. The , the Company shall advise all Holders who have requested that Registrable Securities be included determine, for any reason, not to register such securities, the Company may, in its sole discretion, give written notice of such registration of any limitations imposed pursuant determination to this Section 10.3(b). The number of shares each Holder of Registrable Securities that may and thereupon shall be included relieved of its obligation to register any Registrable Securities in connection with such registration and underwriting for each Holder who has requested that Registrable Securities be included (but not from its obligation to pay the Registration Expenses in such connection therewith as provided herein). No registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that effected under this Section 3 shall relieve the Company of any of its obligations to effect registrations of Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated pursuant to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterSection 2 hereof.

Company Registration. (a) If at any time or from time to time, the Company shall determine to register any of its securities, equity securities either for its own account or for the account of a security holder or holdersholders exercising their respective demand registration rights, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in on Form S-4 or any similar or successor form relating solely to a SEC Rule 145 Transactiontransaction, or a registration on Form S-8 or any similar or successor form, or any registration form which does not permit secondary sales, the Company will: (i) promptly give to each Holder of the Holders and the Inside Holders a written notice thereofthereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registrationtherein, all the Registrable Securities and Registrable Inside Securities specified in a written request or requests received requests, made by the Holders and the Inside Holders within twenty (20) fifteen days after receipt of such the written notice from the Company by any Holderdescribed in clause (i) above, except as set forth in Section 3.3(b) below. Such written request may specify all or a part of the Holders' Registrable Securities or the Inside Holders' Registrable Inside Securities. (b) If the registration pursuant to this Section 3.3 involves an underwritten offering of which the Company gives notice is securities being registered, whether or not for sale for the account of the Company, to be distributed (on a registered public offering involving an underwritingfirm commitment basis) by or through one or more underwriters of recognized national or regional standing under underwriting terms appropriate for such a transaction, the Company shall so advise each of the Holders and Inside Holders as a part of the written notice given pursuant to Section 10.3(a)(i3.3(a) (i). In such event, the right of any Holder each of the Holders and Inside Holders to registration pursuant to this Section 10.3 3.3 shall be conditioned upon such Holder's Holders' or Inside Holders', as the case may be, participation in such underwriting and the inclusion of such Holder's Holders' or Inside Holders', as the case may be, Registrable Securities or Registrable Inside Securities, as the case may be, in the underwriting to the extent provided herein. All The Holders proposing and Inside Holders whose shares are to distribute their securities through be included in such underwriting registration shall (together with the Company and the other holders Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company (or by the holders who have demanded such registration)Company. Notwithstanding any other provision of this Section 10.33.3, if the managing underwriter representative determines in good faith that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely Company shall so advise all holders of securities requesting registration, and the Registrable Securities number of shares of securities that are entitled to be included in such registration. The Company the registration and underwriting shall advise all Holders who have requested that Registrable Securities be included allocated in such registration of any limitations imposed pursuant to this Section 10.3(b). The the following manner: the number of shares of Registrable Securities securities that may be included in such the registration and underwriting for by each Holder who has requested that Registrable Securities be included in such registration of the Holders and Inside Holders and the Other Shareholders shall be determined in proportionreduced, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round on a pro rata basis (based on the number of shares allocated held by such holder), by such minimum number of shares as is necessary to any Holder to comply with such limitation; provided, however, that in the nearest 100 shares. If any Holder disapproves case of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter.a registration pursuant to

Company Registration. (aA. Subject to Section 2(e) If below, if at any time or from time to time, times after the date hereof the Company shall determine to register any of its securities, equity securities either for its own account or for the account of a security holder or holders, other than (i) a holders exercising their demand registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transactionrights, the Company will: (i) promptly 1. Promptly give to each Holder written notice thereof; and (ii) subject 2. Use its best efforts to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 2(c) below, and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests requests, made by any Holder and received by the Company within twenty (20) 15 days after receipt of such the written notice from the Company described in (i) above is mailed or delivered by any the Company. Such written request may specify all or a part of a Holder's Registrable Securities. (b) B. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i)2(a)(i) above. In such event, the right of any Holder to registration pursuant to this Section 10.3 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company (or by the holders who have demanded such registration). Company. C. Notwithstanding any other provision of this Section 10.32, if the managing underwriter determines representative of the underwriters in good faith advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter representative may (subject to the limitation set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account and thereafter as set forth in Section 10. If any person does not agree to the terms of any such underwriting, he, she or eliminate entirely it shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. D. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration was previously reduced as a result of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration marketing factors and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionsis then subsequently increased, the Company or shall then offer to all persons who have retained the underwriters may round right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in accordance with Section 10 hereof. E. This Section 2 shall not apply to a registration on any Holder registration form that does not permit secondary sales or to registrations relating solely to (i) employee benefit plans, (ii) transactions pursuant to Rule 145 or any other similar rule promulgated under the nearest 100 shares. If any Holder disapproves Securities Act or (iii) securities issued in connection with mergers with or acquisitions of other corporations by the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterCompany.

Company Registration. (a) If at (but without any time obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its Ordinary Shares or from time other equity securities under the Act in connection with the public offering of such securities (other than a registration relating solely to timethe sale of securities of participants in a Company share plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered or a registration on Form F-1 relating solely to the sale of securities upon the expiration of any lock-up period applicable to such securities in accordance with the terms of a lock-up agreement entered into with the underwriters of the IPO), the Company shall determine to register any of its securitiesshall, either for its own account or for the account of a security holder or holdersat such time, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transaction, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in of such registration, all . Upon the Registrable Securities specified in a written request or requests received of each Holder given within twenty (20) days after receipt the mailing of such written notice from by the Company by any Holderin accordance with Section 3.05, the Company shall, subject to the provisions of Section 2.03(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered. (b) If The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.03 prior to the effectiveness of which such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company gives notice is for a registered in accordance with Section Section 2.07 hereof. (c) In connection with any public offering of Ordinary Shares or other Company equity securities by the Company involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to not be required under this Section 10.3 shall be conditioned upon such 2.03 to include any of a Holder's participation ’s securities in such underwriting and unless such Xxxxxx accepts the inclusion terms of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as agreed upon between the Company and the underwriters selected by the Company (or by other holders distributing their securities through such underwritingpersons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the managing underwriter selected for such underwriting underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company (or Company. If the total amount of securities, including Registrable Securities, requested by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities shareholders to be included in such registration. The offering, exceeds the amount of securities to be sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall advise all Holders who have requested be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other shareholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of offering, then the Registrable Securities that may be are included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration offering shall be determined in proportion, as nearly as practicable, to apportioned pro rata among the respective amounts selling Holders based on the number of Registrable Securities held by all selling Holders who have requested that or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of Registrable Securities of the selling Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such registration at offering. For purposes of the time preceding sentence concerning apportionment, for any selling shareholder that is a Holder of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionsRegistrable Securities and that is a venture capital fund, partnership or corporation, the Company affiliated venture capital funds, partners, members, retired partners and shareholders of such Holder, or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms estates and family members of any such underwritingpartners, he or she may elect members and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to withdraw therefrom be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by written notice to the Company all such related entities and the managing underwriterindividuals.

Company Registration. (a) If at any time or from time to time, the Company shall determine determines to register any of its securities, securities either for its own account or for the account of a security holder or holdersholders exercising their respective demand registration rights, other than (i) a registration of securities relating solely to, employee benefit plans on a Form S-8 (as the term "employee" is defined on Form S-8), or any successor form) a registration relating solely to employee benefit plansa Commission Rule 145 transaction, or (ii) a registration of securities in a Rule 145 Transactionon any registration form that does not permit secondary sales, the Company willshall: (i) promptly give to each Holder written notice thereofthereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registrationtherein, all the Registrable Restricted Securities specified in a written request or requests received requests, made by any Holder within twenty (20) 15 days after receipt of such the written notice from the Company by any Holderdescribed in clause (i) above, except as set forth in Section 8.5(b). (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i8.5(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 10.3 8.5 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Restricted Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders Other Shareholders distributing their 13 securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company (or by the holders who have demanded such registration)Company. Notwithstanding any other provision of this Section 10.38.5, if the managing underwriter determines that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit (subject to the allocation priority set forth below) exclude from such registration and underwriting some of or eliminate entirely all the Registrable Restricted Securities that would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in such registrationthe registration and underwriting shall be allocated in the following manner. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The If a limitation on the number of shares is required, the number of Registrable Securities shares that may be included in such the registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined allocated among all holders of securities of the Company in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have securities which they had requested that Registrable Securities to be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder holder of securities disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Notwithstanding the above, in the event of an offering of shares of stock other than the Company's initial public offering, the number of Restricted Securities included in such offering shall not be reduced below the lesser of (x) 10% of the shares to be offered in such offering and (y) 50% of the conversion shares attributable to the Preferred Shares held by Holder. (c) Holder shall have the right, on one occasion, to require the Company by notice to register the Restricted Shares on a form S-3 registration statement, or successor form registration statement, provided that the Company meets the requirements to use such a form. Thereafter, the Company shall promptly prepare and file any amendments and supplements to the registration statement and the prospectus included in the registration statement as may be necessary to keep the registration statement effective until the earlier of (a) one year after the effective date of the registration statement or (b) upon the sale of the Restricted Shares pursuant to the registration statement, section 4(2) of the Securities Act or Rule 144 of the Securities Act.

Company Registration. (a) If the Company, at any time or from time after the completion of the next registration of Capital Stock under the Securities Act to timeoccur following the date hereof, the Company shall determine to register any of its securities, either for its own account or for the account of a security holder or holders, other than (i) in a registration statement covering the sale of securities Capital Stock to the general public pursuant to an underwritten public offering (except with respect to any registration filed on Form S-8 (or S-8, Xxxx X-0 xx any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transactionforms thereto), the Company will: : (i) promptly give to each Holder written notice thereofthereof at least 45 days before filing; and provided, however, in the case of a Registration Statement on Form S-3, the Company shall be required to give each Holder written notice of the proposed filing thereof promptly after a decision to make such filing has been made and in no event less than ten business days prior to filing; and (ii) subject use its best efforts to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), laws) and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests received requests, made within twenty (20) 15 days after receipt of such written notice from the Company Company, or, in the case of a Registration Statement on Form S-3, within seven business days after receipt of such written notice, by any HolderHolder or Holders, except as set forth in subparagraph 3(b) below. The notice referred to in this subparagraph shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the The right of any Holder to registration pursuant to this Section 10.3 Paragraph 3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company, and may, at their option, require that any or all the representations and warranties by, and the covenants and other agreements on the part of, the Company to and for the benefit of such underwriter shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriter other than those relating to such Holders, their Registrable Securities and their intended methods of distribution and information about such Holders provided by such Holders for use in the registration statement. Upon the written request of the managing underwriter of any underwritten offering of the Company's securities, a Holder of Registrable Securities shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (or by the holders who have demanded other than those included in such registration)) without the prior written consent of such managing underwriter for a period (not to exceed 30 days before the effective date and 75 days thereafter) that such managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. Notwithstanding any other provision of this Section 10.3Paragraph 3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall so advise all Holders who have requested that of Registrable Securities which would otherwise be included registered and underwritten pursuant hereto, and the Company shall include in such registration first the number of any limitations imposed pursuant shares requested to this Section 10.3(b). The be sold by the Company together with the number of shares requested to be sold by the persons and entities exercising demand registration rights with respect to such registration, if any, then the number of shares of Registrable Securities that may requested to be included in the registration which, in the opinion of such underwriter, can be sold, pro rata among all Holders thereof and all other shareholders of the Company that have contractual rights with respect to the registration and underwriting for each Holder who has requested that Registrable Securities be included in of shares of Capital Stock held by such registration shall be determined shareholders (the "Other Holders") in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all such Holders who have requested that Registrable Securities be included in such registration and Other Holders at the time of filing the registration statement. To facilitate , with further proportional allocations among the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of Holders and Other Holders if any such underwriting, he Holder or she may elect Other Holder has requested less than all such Registrable Securities it is entitled to withdraw therefrom by written notice to the Company and the managing underwriterregister.

Company Registration. If (abut without any obligation to do so) If at any time or from time to time, the Company shall determine proposes to register (including for this purpose a registration effected by the Company for shareholders) any of its securities, either stock or other securities under the Securities Act in connection with a public offering of such securities solely for its own account or for the account of a security holder or holders, cash other than (i) a registration of securities on Form S-8 (or any other similar successor form) relating solely to employee benefit plansthe sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or other similar successor form), or (ii) a registration of securities in a Rule 145 Transactionon Form S-4 (or other similar successor form), the Company will: (i) shall, at such time, promptly give to each Holder written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in of such registration, all . Upon the Registrable Securities specified in a written request or requests received of each Holder given within twenty (20) days after receipt mailing of such written notice from by the Company by any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwritingin accordance with Section 22, the Company shall so shall, subject to the provisions of Section 7, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. In the event that the underwriters advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely Company and its underwriters shall allocate the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities requested to be registered by each of the Holders as follows: (i) first, to the Company; (ii) second, to the Outside Investors holding Registrable Securities that have elected to participate in such offering, pro rata according to the number of Registrable Securities held by each such Outside Investor; and (iii) thereafter, to the extent additional securities may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicableoffering, to the respective amounts Angel Investors holding Registrable Securities that have elected to participate in such underwritten offering, pro rata according to the number of Registrable Securities held by all Holders who have requested each such Angel Investor; provided, however, that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round no event shall the number of Registrable Securities to be registered by the Outside Investors be less than twenty percent (20%) of the total number of shares allocated to be sold in such offering. The Company shall have no obligation under this Section 3 to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to any Holder for its failure to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterdo so.

Company Registration. (a) If at any time or from time to time, the Company shall determine to register any of its securities, Common Stock either for its own account or for the account of a security holder Holders or holdersOther Stockholders exercising their respective demand registration rights (other than pursuant to Section 8.2 hereof), other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in relating to a corporate reorganization or other transaction under Rule 145 Transaction145, or a registration on any registration form that does not permit secondary sales (a "COMPANY REGISTRATION"), the Company will: (i) promptly give to each Holder written notice thereof; and (ii) subject use its best efforts to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Sections 8.1(b) and (c) below, and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests requests, made by any Holder and received by the Company within twenty ten (2010) days after receipt of such the written notice from the Company described in clause (i) above is mailed or delivered by any Holderthe Company. Such written request may specify all or a part of such Registrable Securities. (b) If the registration of which the Company gives notice is for a registered public an offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to this Section 10.3(a)(i)8.1. In such event, the right of any Holder to registration pursuant to this Section 10.3 8.1 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company (or which agreement shall include, without limitation, customary indemnities reasonably requested by the holders who have demanded such registration)underwriter. Notwithstanding any other provision of this Section 10.38.1, the offer and sale of securities in a Company Registration may be effected through an offering not involving an underwriting, which shall be determined in the Company's sole discretion. (c) Notwithstanding any other provision of this Section 8.1, if the managing underwriter determines representative of the underwriters advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit or eliminate entirely the number of Registrable Securities to be included in such registrationin, the registration and underwriting. The Company shall so advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The and Other Stockholders requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in such the registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, allocated first to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included Company for securities being sold for its own account and thereafter as set forth in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesSection 8.9. If any Holder disapproves of person does not agree to the terms of any such underwriting, he or she may elect to withdraw such person shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (d) If shares are withdrawn from the registration or if the number of shares of securities to be included in a registration was previously reduced as a result of marketing factors and as a result the registration can accommodate additional securities, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the additional number of shares the registration can accommodate, with such shares to be allocated among the persons requesting additional inclusion in accordance with Section 8.9 hereof. (e) Any Company registration and related offering shall be managed by the Company; the Company shall have the power to select the managing underwriter(s), if any, for such offering, and shall, in consultation with the managing underwriter(s), where applicable, have the power to determine the offering price, the underwriting discounts and commissions, the terms of the underwriting agreement, the timing of the registration and related offering, counsel to the Company, and all other administrative matters related to the registration and related offering. To the extent that the Holders participate in an underwritten Company registration and related offering pursuant to this Section 8.1, the Holders shall enter into, and sell their Registrable Securities only pursuant to, the underwriting arranged by the Company, and shall either commit to attend the closing of the offering and take such other actions as may be reasonably necessary to effect the Holder's participation in the offering and to provide any assurances reasonably requested by the Company and the managing underwriterunderwriter(s) in that regard, or shall deliver to the Company in custody certificates representing all Registrable Securities to be included in the registration and shall execute and deliver to the Company a custody agreement and a power of attorney, each in form and substance appropriate for the purpose of effecting the Holder's participation in the Company registration and related offering and otherwise reasonably satisfactory to the Company.

Company Registration. (a) If at any time or from time to time, time the Company shall determine to register any of its equity securities, either for its own account or for the account of a security holder Holder or holders, other than (i) the account of a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) stockholder who is not a registration of securities in a Rule 145 TransactionHolder, the Company willshall: (i) promptly give the Holders (excluding any such Holder for whose account the shares are determined to each Holder be registered) written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under qualifications including compliance with “blue sky laws or other compliancesky” laws), and in any underwriting involved in such registrationtherein, all the shares of Registrable Securities specified in a written request or requests received requests, made within twenty (20) 20 days after receipt the date of such written notice from the Company Company, by any such Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders each Holder as a part of the written notice given pursuant to Section 10.3(a)(i3(a)(i). In such event, the right of any each Holder to registration pursuant to this Section 10.3 3 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's shares of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting Each Holder shall (together with the Company and the other holders stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration)Company. Notwithstanding any other provision of this Section 10.33, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, no securities to be registered for sale by Holders shall be included unless all shares to be registered for sale by the managing underwriter may limit or eliminate entirely Company (and for sale by any stockholder who is not a Holder, if pursuant to the Registrable Securities exercise of registrations rights granted in connection with a Capital Transaction (as defined in the Loan Agreement)) to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be underwriting are so included in such registration of and any limitations imposed pursuant remaining securities to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportionallocated pro rata among the Holders and any other holders of “piggy-back” registration rights, as nearly as practicable, based on the number of shares requested to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statementby all such holders. To facilitate the allocation of shares in accordance with the above provisions, the The Company or the underwriters may round shall so advise each Holder and the number of shares allocated of Registrable Securities to be included in the registration and underwriting shall be so limited. (c) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, all Holders shall provide upon request customary lock-up agreements for themselves and their affiliates by which they agree not sell any Holder to of their shares for a period of 180 days from the nearest 100 shares. If any Holder disapproves effective date of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterregistration statement.

Company Registration. (a) If at (but without any time or from time obligation to time, do so) the Company shall determine proposes to register any of its securities, either stock (including a registration effected by the Company for its own account itself or for the account of a security holder or holders, stockholders other than (ithe Holders) a registration or other securities under the 1933 Act in connection with the public offering of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transactionsuch securities, the Company will: (i) shall, at such time, promptly give to each Holder written notice thereof; and of such registration. On the request of each Holder given within thirty (ii30) days after such notice by the Company, the Company shall, subject to the provisions of Section 10.3(b1.4(c), include in such registration (and any related qualification cause to be registered under blue sky laws or other compliance), and in any underwriting involved in such registration, the 1933 Act all of the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of that each such written notice from the Company by any HolderHolder has requested to be registered. (b) If The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.4 prior to the effectiveness of which such registration, whether or not any Holder shall have elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company gives notice is for a registered public in accordance with Section 1.8 hereof. (c) In connection with any offering involving an underwritingunderwriting of shares of the Company's capital stock, the Company shall so advise not be required under this Section 1.4 to include any requesting Holder's securities in such underwriting, unless such Holder accepts the Holders as a part terms of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as agreed between the Company and the underwriters selected by it (or by other holders distributing their securities through such underwritingpersons entitled to select the underwriters) enter and enters into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company (or Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the holders who have demanded such registration)Company. Notwithstanding any other provision If the total amount of this Section 10.3securities, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwrittenincluding Registrable Securities, the managing underwriter may limit or eliminate entirely the Registrable Securities requested to be included in such registration. The offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall advise all Holders who have requested be required to include in the offering only that number of such Registrable Securities that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among the selling Holders according to the total amount of Registrable Securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders); provided, that in no event shall the amount of Registrable Securities of the selling Holders included in the offering be reduced below 25% of the total amount of securities included in such registration of any limitations imposed pursuant to this Section 10.3(b). The offering; provided further, that the number of shares of Registrable Securities that may requested by the Holders to be included in such registration and underwriting offering shall not be reduced unless all other securities, other than securities sold by the Company, are first entirely excluded from such offering. For purposes of such apportionment among Holders, for each any selling stockholder that is a Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested and that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionsis a partnership or corporation, the Company partners, retired partners and stockholders of such Holder, or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms estates and family members of any such underwritingpartners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder", he or she may elect and any pro rata reduction with respect to withdraw therefrom such "selling Holder" shall be based on the aggregate amount of Registrable Securities owned by written notice to the Company all such related entities and the managing underwriterindividuals.

Company Registration. (a) If at any time or from time to time, the Company shall determine to register any of its securities, securities either for its own account or for the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Sections 2.1 or 2.3 hereof), other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in relating to a corporate reorganization or other transaction under Rule 145 Transaction145, the Company will: (i) promptly give to each Holder written notice thereofthereof in accordance with Section 3.4; and (ii) subject use its best efforts to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 2.2(b) below, and in any underwriting involved in such registrationtherein, all of the Registrable Securities specified in a written request or requests requests, made by any Holder and received by the Company within twenty (20) days after receipt of such the written notice from the Company described in clause (i) above is mailed or delivered by any the Company in accordance with Section 3.4 hereof. Such written request may specify all or a part of a Holder’s Registrable Securities be included in the registration described in the notice. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i2.2(a)(i). In such event, the right of any Holder to request registration pursuant to this Section 10.3 2.2 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwritingOther Stockholders) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company Company. (or by the holders who have demanded such registration). c) Notwithstanding any other provision of this Section 10.32.2, if the managing underwriter determines representative of the underwriters advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter number of shares that may limit be included shall be allocated pro rata among the Holders requesting registration in proportion to the respective amounts of Registrable Securities and other securities that such Holders, Other Stockholders and the Company had requested to be included in the registration. If any Holder or eliminate entirely Other Stockholder does not agree to the terms of any such underwriting, such Holder or Other Stockholder shall be excluded therefore by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (d) If shares are so withdrawn from the registration or if the number of Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration was previously reduced as a result of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionsmarketing factors, the Company or shall then offer to all persons who have retained the underwriters may round right to include Registrable Securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in accordance with Section 2.2(c) hereof. (e) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to the nearest 100 sharesinclude Registrable Securities in such registration. If any Holder disapproves The Registration Expenses of the terms of any such underwriting, he or she may elect to withdraw therefrom withdrawn registration shall be borne by written notice to the Company and the managing underwriterin accordance with Section 2.4 hereof.

Company Registration. If (abut without any obligation to do so) If at any time or from time to time, the Company shall determine proposes to register any of its securitiesstock or other securities under the Act, either whether for its own account or for the account of a security holder or holders, another stockholder (other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plansthe sale of securities to participants in a Company stock plan for employees, consultants or (ii) directors on Form S-8, a registration of securities in relating to a corporate reorganization or other transaction under Rule 145 Transaction145, the Company will: (i) shall, at such time, promptly give to each Holder Lender written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in of such registration, all . Upon the Registrable Securities specified in a written request or requests received of a Lender given within twenty (20) days after receipt mailing of such written notice from by the Company in accordance with Section 7.6, the Company shall, subject to the provisions of this Section 6, use commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities (as defined in Section 6.6) that a Lender has requested to be registered. (a) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6 prior to the effectiveness of such registration whether or not any HolderLender has elected to include securities in such registration. (b) If the registration of which the Company gives notice is for a registered public In connection with any offering involving an underwritingunderwriting of shares of the Company’s capital stock, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to not be required under this Section 10.3 shall be conditioned upon such Holder's participation 6 to include any Lender’s securities in such underwriting and unless they accept the inclusion terms of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as agreed upon between the Company and the other holders distributing their securities through such underwriting) underwriters selected by it and enter into an underwriting agreement in customary form with the managing an underwriter or underwriters selected for such underwriting by the Company (or Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the holders who have demanded such registration)Company. Notwithstanding any other provision If the total amount of this Section 10.3securities, if the managing underwriter determines that marketing factors require a limitation including Registrable Securities, requested by stockholders of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities Company to be included in such registration. The offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall advise all Holders who have requested be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be allocated first, to the Company, and second, pro rata among the selling stockholders of the Company according to the total amount of securities held by such selling stockholders entitled to be included therein pursuant to registration rights held by such selling stockholders or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a partnership or corporation, the partners, retired partners and stockholders of such selling stockholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. Notwithstanding any provision hereof to the contrary, as a condition to the reduction or exclusion of any such Lender securities in an offering, no securities held by or on account of any officer, director or Affiliate of the Company shall be included in such registration of any limitations imposed pursuant to this Section 10.3(boffering. (c) Except as disclosed in the SEC Reports (as defined below). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated has not granted any registration rights other than as contemplated herein. As used herein, “SEC Reports” means all reports, schedules, forms, statements and other documents required to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom be filed by written notice to the Company under the Act and the managing underwriterExchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material), including the exhibits thereto and documents incorporated by reference therein.

Company Registration. (a) If at any time or from time to time, the Company shall determine to file a Registration Statement to register any of its securities, securities either for its own account or for the account of a security holder or holdersholders exercising demand registration rights (other than pursuant to Section 2.1 hereof), other than (i) a registration of securities relating to employee benefit plans or a registration statement on Form S-8 (S-4 or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transaction, the Company will: (i) promptly Promptly (but at least 30 days prior to the filing of such Registration Statement) give to each Holder written notice thereof; and (ii) subject use its reasonable best efforts to Section 10.3(b), include in such registration Registration Statement (and any related qualification under blue sky laws or other compliance), except as set forth in Section 2.2(b) below, and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests requests, made by any Holder and received by the Company within twenty fifteen (2015) days after receipt of such the written notice from the Company described in clause (i) above is received by any such Holder. Such written request may specify all or a part of a Holder’s Registrable Securities. Each such registration under this Section 2.2(a) is hereinafter referred to as a “Piggyback Registration.” (b) If the registration Registration Statement of which the Company gives notice under Section 2.2(a) is for a registered public contemplating an offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i2.2(a)(i). In such event, the Piggyback Registration right of any Holder to registration pursuant to this Section 10.3 2.2 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's the Registrable Securities such Holder proposes to sell in the underwriting to the extent provided hereinunderwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter representative of the Selling Agent(s) selected for such underwriting by the Company (Company. If any person does not agree to the terms of any such underwriting, he, she or it shall be excluded therefrom by written notice from the holders who have demanded such registration)Company. Notwithstanding any other provision of this Section 10.32.2, if the managing underwriter determines representative of the Selling Agent(s) advises the Company that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter Company may exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the Registration Statement and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the Registration Statement and underwriting shall be allocated first to the Company for securities being sold for its own account and thereafter as set forth in Section 2.2(c). Any Registrable Securities or eliminate entirely other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company with registration rights (the “Other Shares”) requested to be included in a registration on behalf of the Holders or other selling Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Other Shares shall be excluded, pro rata, until the aggregate number of shares of Registrable Securities and Other Shares may be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in If, after the complete exclusion of Other Shares from such registration of any limitations imposed pursuant to this Section 10.3(b). The registration, the aggregate number of shares of Registrable Securities that cannot be so included as a result of such limitations, the remaining shares of Registrable Securities shall be excluded, pro rata, until the aggregate number of shares of Registrable Securities may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration registration. In no event shall be determined in proportion, as nearly as practicable, to the respective amounts shares of Registrable Securities held by all the Holders who have requested that Registrable Securities be included in excluded from such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any unless all Other Shares have been completely excluded from such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterregistration.

Company Registration. (a) 2.1. If at any time or from time to timetime until the fourth anniversary of the date of this Agreement, the Company shall determine to register any file a registration statement for an underwritten public offering of its securities, either for its own account or equity securities (for the account avoidance of doubt, the following will not apply to any registration statement filed on a security holder or holdersForm X-0, other than (i) a registration of securities on Form S-8 (Xxxx X-0 or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transactionforms), the Company will: : (iA) promptly give to each Holder holder of Registrable Securities written notice thereof; and and (iiB) subject to Section 10.3(b)2.2 below, include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registration, ) all the Registrable Securities specified in a written request or requests received made within twenty (20) 7 days after receipt of such written notice from the Company by any Holderholder of Registrable Securities. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i)2.2. In such event, the The right of any Holder holder of Registrable Securities to registration pursuant to this Section 10.3 2 shall be conditioned upon such Holder's holder’s participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders Each holder of Registrable Securities proposing to distribute their its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such holder’s obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders stockholders of the Company who have demanded the right to select the underwriters (such registrationunderwriting agreement to be in the form negotiated by the Company or such stockholders, as the case may be). Notwithstanding any other provision of this Section 10.32, if the managing underwriter determines or underwriters of a proposed underwritten offering with respect to which holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the Company that marketing factors require a limitation of in its or their opinion the number of shares Registrable Securities requested to be underwrittenincluded in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the managing underwriter may limit or eliminate entirely Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (i) first, up to the total number of securities that the Company has requested to be included in such registration; provided that the number of Registrable Securities to be included in such registration. The Company offering shall advise all Holders who have requested that Registrable Securities be included in such registration no less than thirty percent (30%) of any limitations imposed pursuant to this Section 10.3(b). The the total number of shares securities proposed to be distributed through such offering (allocated among the holders of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to pro rata based upon the respective amounts number of Registrable Securities held by all Holders who such holders of Registrable Securities), (ii) second, and only if all the securities referred to in clause (i) have been included, up to the total number of securities that the holders of Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in the offering have requested that Registrable Securities to be included in such offering (pro rata based upon the number of Registrable Securities and other securities entitled to registration at rights held by all such holders of Registrable Securities and other securities having such contractual right), and (iii) third, and only if all the time securities referred to in clause (ii) have been included, all other securities proposed to be included in such offering that, in the opinion of filing the registration statementmanaging underwriter or underwriters can be sold without having such adverse effect. To facilitate the allocation of shares in accordance with the above provisions, the Company or the managing underwriters may round the number of shares allocated to any Holder holder of Registrable Securities or other holder to the nearest 100 shares. If any Holder holder of Registrable Securities disapproves of the terms of any such underwriting, he or she such holder may elect to withdraw therefrom by written notice to the Company and the managing underwriterunderwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. 2.3. The Company or the holders of securities who have caused a registration statement to be filed as contemplated by this Section 2, as the case may be, shall have the right to have any registration initiated by it or them under this Section 2 terminated or withdrawn prior to the effectiveness thereof, whether or not any holder of Registrable Securities has elected to include securities in such registration; provided, however, that such holder of Registrable Securities shall again be entitled to exercise its demand rights pursuant to this Section 2.

Company Registration. (a) If at any time or from time to time, the Company shall determine (without any obligation to do so) proposes to register any of its securities, either stock or other securities under the 1933 Act in connection with the public offering of such securities solely for its own account or for the account of a security holder or holders, cash (other than (i) a registration relating solely to the sale of securities to participants in a Company stock plan, or a registration on Form S-8 any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities or a SEC Rule 145 transaction (or any transaction under any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transactionprovision)), the Company will: (i) shall, at such time, promptly give to each Holder written notice thereof; and of such registration. Upon the written request of each Holder given within thirty (ii30) days after mailing of such notice by the Company in accordance with Section 5.6, the Company shall, subject to Section 10.3(b)the provisions of Sections 3.5, include in such registration (3.6, 3.7 and any related qualification 3.8, cause to be registered under blue sky laws or other compliance), and in any underwriting involved in such registration, the 1933 Act all of the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of that each such written notice from the Company by any Holder. (b) Holder has requested to be registered. If the registration number of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting which a Holder desires to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (be registered, together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares of stock or other securities of the Company with respect to which other persons or entities have registration rights and which such persons and entities desire to be underwrittenregistered, exceed the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for stock or other securities which the Company intends to register, then each Holder who has requested that Registrable Securities be included in and each such registration other person or entity shall be determined in proportionentitled to have registered a pro-rata share of his, as nearly as practicableher or its shares of stock or other securities, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round based on the number of shares allocated of stock or other securities which all such Holders and other persons and entities desired to any Holder be registered. Notwithstanding the foregoing, the Company will not be required to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written give notice to the Holders of Registrable Securities if the underwriters managing the proposed offering have advised the Company in writing that in their judgment market conditions will not allow the inclusion of any secondary shares in such offering. In the event the managing underwriters and the managing underwriter.Company subsequently determine to add any secondary

Company Registration. (a) If at any time or from time to time, the Company shall determine to register any of its securities, securities either for its own account or for the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.2 hereof), other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in relating to a corporate reorganization or other transaction under Rule 145 Transaction145, or a registration on any registration form that does not permit secondary sales, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) subject use its best efforts to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), except as section forth in Section 1.3(b) below, and in any underwriting involved in such registrationtherein, all the Registrable Securities (including for this purpose, any Common Stock issuable upon exercise of Class B Warrants, if such warrants have been issued at the time of the notice contemplated by Section 1.3(a)(i)) specified in a written request or requests requests, made by any Holder and received by the Company within twenty (20) ten days after receipt of such the written notice from the Company described in clause (i) above is mailed or delivered by any the Company. Such written request may specify all or a part of the Holder’s Registrable Securities. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i1.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 1.3 shall be conditioned upon such Holder's Xxxxxx’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company Company. (or by the holders who have demanded such registration). c) Notwithstanding any other provision of this Section 10.31.3, if the managing underwriter determines representative of the underwriters advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit or eliminate entirely the number of Registrable Securities to be included in such registrationin, the registration and underwriting. The Company shall so advise all Holders who have requested that Registrable Securities be included in such registration holders of any limitations imposed pursuant to this Section 10.3(b). The securities requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in such the registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, allocated first to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included Company for securities being sold for its own account and thereafter as set forth in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesSection 1.3(d). If any Holder disapproves of person does not agree to the terms of any such underwriting, he or she may elect to withdraw shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to allocated among the persons requesting additional inclusion in accordance with Section 1.3(d). (d) If any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration on behalf of the holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and the managing underwriterother selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and other selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to him pursuant to the above-described procedure, the remaining portion of his allocation shall be reallocated among those requesting Holders and other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and other selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares that may be included in the registration on behalf of the Holders and other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or any shares of stock issued to employees, officers, directors or consultants pursuant to the Company’s stock options plans, in order to include such registration securities registered for the Company’s own account.

Company Registration. (a) If at any time or from time to time, the Company shall determine to register any of its securities, securities either for its own account or for the account of a security holder or holders, holders (other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in relating solely to a Commission Rule 145 Transactiontransaction or a registration on any registration form which does not permit secondary sales), the Company will: will (i) promptly within ten (10) days after such determination give to each Holder written notice thereof; and and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests received requests, made by any Holder within twenty (20) days after receipt of such the written notice from the Company by any described in clause (i) above, except as set forth in SECTION 3.2(b) below. Such written request may specify all or a part of a Holder's Registrable Securities. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the by written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided hereinnotice. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their its securities for its own account through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company (or by the holders who have demanded such registration)Company. Notwithstanding any other provision of this Section 10.3SECTION 3.2, if the managing underwriter determines that representative of the underwriters advises the Company in writing that, in its opinion, marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall so advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The requesting registration, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its account or to a security holder or holders exercising demand registration rights for securities being sold for their account, as the case may be, and then in the following manner: (i) the securities requested to be registered by officers or directors of the Company (other than officers or directors who are also Holders) shall be excluded from such registration and underwriting to the extent required by such limitation in proportion, as nearly as practicable, to the respective amounts of securities requested to be registered by such officers and directors, and (ii) if a limitation on the number of shares is still required, the securities being sold for each Holder who has requested that Registrable Securities the account of the Holders shall be included in excluded from such registration shall be determined and underwriting to the extent required by such limitation in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have which they had requested that Registrable Securities to be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesregistration. If any Holder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, he or she such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter.

Company Registration. (a) If If, at any time or from time to time, after the Closing the Company shall determine to register any shares of its securitiesCommon Stock, either whether for its own account or for the account of a security holder or holdersholders exercising their respective demand registration rights (to the extent any may be granted in the future), other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plansplans on Form S-1 or S-8 or similar forms which may be promulgated in the future, or (ii) a registration of securities on Form S-4 or similar form which may be promulgated in the future relating solely to a SEC Rule 145 Transactiontransaction, the Company will: (i) will promptly give to each Holder the Purchaser written notice thereof; and (ii) subject to Section 10.3(b), thereof and include in such registration (and any related qualification under blue sky Blue Sky laws or other compliance), and in any underwriting involved in such registrationtherein, all the Registrable Securities Subject Stock specified in a written request or requests received request, made within twenty fifteen (2015) business days after receipt of such written notice from the Company by any Holderthe Purchaser. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Purchaser as a part of the written notice given pursuant to Section 10.3(a)(i3(a). In such event, event the right of any Holder the Purchaser to registration pursuant to this Section 10.3 3 shall be conditioned upon such HolderPurchaser's participation agreeing to participate in such underwriting and in the inclusion of such Holderthe Purchaser's Registrable Securities Subject Stock in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting The Purchaser shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesCompany. If any Holder the Purchaser disapproves of the terms of any such underwriting, he or she the Purchaser may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Common Stock excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) Notwithstanding any other provision of this Section 3, if the Company or any underwriter determines that marketing or other factors require a limitation of the number of shares to be registered or underwritten, the Company or such underwriter may exclude all or any portion of the Subject Stock requested to be included. The Company shall so advise the Purchaser and the other holders distributing their Common Stock through such underwriting, if any, and the number of shares of Subject Stock and other securities that may be included in the registration and underwriting, if any, shall be allocated among all holders thereof (other than those holders who are exercising their demand registration rights) pro rata, based, as nearly as practicable, on the respective amounts of Common Stock entitled to inclusion in such registration held by such holders at the time of filing the registration statement. Notwithstanding the foregoing, Stevxx X. Xxxs shall not be subject to any such pro rata reduction and shall be entitled to include as many shares as he and the Company shall so agree in any such registration and underwriting.

Company Registration. (a) If at any time or from time to time, time the Company shall determine to register any of its securities, either for its own account or for the account of a security holder or holders, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a on Form S-4 relating solely to Rule 145 Transactiontransaction or a registration pursuant to SECTION 14.10 hereof, the Company will: (i) promptly (but in any event within 10 days) give to each Holder Grantee written notice thereof, except as set forth in this Section below; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky state securities laws or other compliance), and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests received requests, made within twenty (20) 15 days after receipt of such written notice from the Company Company, by any Holder. Grantee or Grantees, except as set forth in this Section or SECTION 14.04(b) below. Such Registrable Securities shall only be included to the extent that inclusion will not diminish the number of securities included by the Company. The Company shall not be required to include any Registrable Securities in a registration pursuant to this Section (bnor give any Grantee notice thereof) If if and so long as (i) the registration of which the Company gives notice is for does not relate to a registered public offering involving an underwriting, the Company shall so advise the Holders as a part and (ii) all Registrable Securities consisting of (A) shares issued or issuable upon exercise or conversion of the written notice given Term Warrants and Revolving Warrants, (B) shares of Interest Stock then eligible to be registered for resale and (C) shares issued or issuable upon exercise or conversion of Default Warrants then eligible to be registered for resale are included in an effective Registration Statement filed pursuant to Section 10.3(a)(i). In such event14.10 and with respect to which no stop order has been issued and remains outstanding, the right prospectus remains current and any suspension of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting effectiveness by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter14.06 is not continuing.

Company Registration. If (abut without any obligation to do so) If the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Shareholder) any of its stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan, a registration on any form which is not available for the resale of the Registrable Securities, a registration statement on Form S-4 or any successor form, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at any time or from time to such time, promptly give the Shareholders written notice of such registration. Upon the written request of the Shareholders given within ten (10) days after mailing of such notice by the Company in accordance with Section 2.5, the Company shall determine cause to register any be registered under the Act all of its securities, either for its own account or for the account of a security holder or holders, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transaction, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registration, all the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of such written notice from that the Company by any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant Shareholder has requested to Section 10.3(a)(i)be registered. In such event, the right of connection with any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder1.3 which involves the underwritten offering of the Company's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with securities, the Company and shall not be required to include any of the other holders distributing their Shareholder's securities through under such underwriting) registration statement unless the Shareholder agrees to enter into an underwriting agreement in customary the form with the managing underwriter selected for such underwriting by agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the holders who have demanded underwriters), and then only in such registration). Notwithstanding any other provision of this Section 10.3, if quantity as the managing underwriter determines that marketing factors require a limitation underwriters determine in their sole discretion will not jeopardize the success of the number of shares to be underwritten, offering by the managing underwriter may limit or eliminate entirely Company. Each Shareholder acknowledges and agrees that at the underwriters' sole discretion the Registrable Securities may be excluded entirely from such offering. In addition, if a registration is to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed effected pursuant to this Section 10.3(b). The number a request by another holder of shares Common Stock of Registrable Securities that may be included the Company, the Shareholder's right to participate in such registration and underwriting for each Holder who has requested that Registrable Securities be included in any such registration shall be determined in proportion, as nearly as practicable, subject to the respective amounts prior consent of Registrable Securities held by all Holders who have requested that Registrable Securities such holder which consent may be included withheld in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterholder's sole discretion.

Company Registration. (a) If at any time or from time to time, the Company shall determine proposes to register any of its securities, securities either for its own account or for the account of a security holder or holdersholders exercising their respective demand registration rights, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in relating to a corporate reorganization or other transaction under Rule 145 Transaction145, or a registration on any registration form that does not permit secondary sales, the Company will: will (i) promptly give to the Purchaser and to each Holder written notice thereof; and , and (ii) subject use its best efforts to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 8.3(b) below, and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests requests, made by the Purchaser and any Holder and received by the Company within twenty fifteen (2015) days after receipt of such the written notice from the Company described in clause (i) above is delivered by any Holderthe Company. (b) If the registration of as to which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Purchaser and the Holders as a part of the written notice given pursuant to Section 10.3(a)(i8.3(a). In such event, the right of the Purchaser and any Holder to registration pursuant to this Section 10.3 8.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such the Purchaser's and the Holder's Registrable Securities in the underwriting to the extent provided herein. All The Purchaser and all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterCompany.

Company Registration. (a) If at any time Any time, or from time to time, prior to the date seven (7) years after the date hereof, the Company shall determine to register any of its securities, either for its own account or for the account of a security holder or holders, other than (i) a registration of securities on Form S-1 or S-8 (or any successor form) relating solely to employee benefit plans, or a registration on Form S-4 relating solely to an SEC Rule 145 transaction, or a registration on any other form which does not include substantially the same information as would be required to be included in a registration statement covering he sale of Registrable Securities, or (ii) a registration of securities in a Rule 145 Transactionpursuant to Sections 4.2 or 4.3 hereof, the Company company will: (i) promptly give to each Holder written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance)registration, and in any underwriting involved in such registrationtherein, all the Registrable Securities securities specified in a any written request or requests by any Holder or Holders received by the Company within twenty (20) days after receipt of such written notice from is given on the Company by any Holdersame terms and conditions as the Common Stock, if any, otherwise being sold through the underwriter in such registration. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to clause (i) of Section 10.3(a)(i4.4(a). In such event, event the right of any Holder to registration pursuant to this Section 10.3 4.4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company Company. (or by the holders who have demanded such registration). c) Notwithstanding any other provision of this Section 10.34.4, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the amount of Registrable Securities to be included in such registrationthe registration and underwriting. The Company shall so advise all Holders who have requested that of Registrable Securities which would otherwise be included in such registration of any limitations imposed registered and underwritten pursuant to this Section 10.3(b). The hereto, and the number of shares of Registrable Securities that may be included in such the-registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined allocated among all of the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all such Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate No Registrable Securities excluded from the allocation underwriting by reason of shares the underwriter's marketing limitation shall be included in accordance with such registration. (d) Notwithstanding any other provision of this Section 4.4. no Holder shall be entitled to include any Registrable Securities in a registration pursuant to this Section 4.4 if and to the above provisions, the Company or the underwriters may round extent that such inclusion would reduce the number of shares of Registrable Securities entitled to participate in such registration pursuant to Section 7.2, 7.3 or 7.4 of the Preferred Stock Purchase Agreement. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered pursuant hereto but for the foregoing sentence, and the number of shares of Registrable Securities that may be included in the registration shall be allocated to any Holder among all of the Holders, in proportion, as nearly as practicable, to the nearest 100 shares. If any Holder disapproves amounts of Registrable Securities held by such Holders at the terms time of any such underwriting, he or she may elect to withdraw therefrom by written notice to filing the Company and the managing underwriterregistration statement.

Company Registration. (a) a. If at any time time, or from time to time, the Company shall determine to register any of its securities, either for its own account or for the account of a security holder or holders, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities on Form S-4 relating solely to an SEC Rule 145 transaction, or a registration on any other form (other than Form X-0, X-0, XX-0 or SB-2) which does not include substantially the same information as would be required to be included in a Rule 145 Transactionregistration statement covering the sale of Registrable Securities, the Company will: (i) i. promptly give to each Holder written notice thereof; , and (ii) subject to Section 10.3(b), . include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a any written request or requests by any Holder or Holders received by the Company within twenty (20) days after receipt of such written notice from is given on the Company by any Holdersame terms and conditions as the Common Stock, if any, otherwise being sold through the underwriter in such registration. (b) b. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(iparagraph 2(a). In such event, event the right of any Holder to registration pursuant to this Section 10.3 paragraph 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall underwriting, if any, (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company (or by the holders who have demanded such registration). Company. c. Notwithstanding any other provision of this Section 10.3paragraph 2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities or other securities to be included in such the registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration Any reduction by the underwriter of any limitations imposed pursuant to this Section 10.3(b). The the number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities or other securities to be included in such registration shall be determined made in the following manner: the Company shall advise all Holders and other holders distributing their securities through such underwriting of the reduction and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities requesting registration for the offering held by all such Holders who have requested that Registrable Securities be included in such registration and other holders at the time of filing of the registration statementRegistration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or holder to the nearest 100 shares. The Company shall advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto of any such limitations, and the number of shares of Registrable Securities that may be included in the registration. If any Holder or holder disapproves of the terms of any such underwriting, he such Holder or she holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such shorter period of time as the underwriters may require. d. The Company shall have the right to terminate or withdraw any registration initiated by it under this paragraph 2 prior to the effectiveness of such registration whether or not any Holder has elected to register securities in such registration.

Company Registration. (a) If InnovaCom, at any time or from time to timetime during the period commencing on the date of this Agreement and ending on the fifth anniversary of the Final Closing Date, the Company shall determine to register any of its securities, either securities for its own account or for the account of a security holder or holdersothers, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to "employee benefit plans" (Form S-8), or (ii) a registration of securities in relating solely to a Commission Rule 145 Transactiontransaction (Form S-4), the Company or a registration on any registration form which does not permit secondary sales, InnovaCom will: (ia) promptly give to each Holder written notice thereofthereof (which shall include a list of the jurisdictions in which InnovaCom intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (iib) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests received requests, made by any Holder within twenty thirty (2030) days after receipt of such the written notice from the Company by any InnovaCom described in clause (a) above, except as set forth below. Such written request may specify all or a part of a Holder. (b) 's Registrable Securities. If the registration of which the Company InnovaCom gives notice is for a registered public offering involving an underwriting, the Company InnovaCom shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(iSECTION 6.1.2(A). In such event, event the right of any Holder to registration pursuant to this Section 10.3 SECTION 6.1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company InnovaCom and the any other holders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company (or by the holders who have demanded such registration)underwriting. Notwithstanding any other provision of this Section 10.3SECTION 6.1.2, if the managing underwriter determines that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may (subject to the allocation priority set forth below) limit or eliminate entirely the number of Registrable Securities to be included in such registrationthe registration and underwriting. The Company InnovaCom shall so advise all Holders who have requested holders of securities requesting registration, and the number of shares that Registrable Securities are entitled to be included in such the registration of any limitations imposed pursuant to this Section 10.3(b)and underwriting shall be allocated in the following manner. The number securities of shares InnovaCom held by officers and directors of InnovaCom (other than Other Registrable Securities that may Securities) shall be included in excluded from such registration and underwriting to the extent required by such limitation and, if a limitation on the number of shares is still required, then: (i) if the registration is initiated by InnovaCom for each Holder who has requested that its account, the securities of InnovaCom held by holders of Other Registrable Securities be included in such registration and by each of the Holders of Registrable Securities shall be determined excluded to the extent required by such limitation, in proportion, as nearly as practicable, to the respective amounts amount of Other Registrable Securities and Registrable Securities then owned by each such holder, prior to limiting the inclusion of the securities of InnovaCom to be included in such registration; PROVIDED, HOWEVER, that in no event shall the number of Registrable Securities included in the registration be reduced if such reduction would cause the Registrable Securities to be less than 10% of the securities included in such registration; (ii) if the registration is initiated at the request of holders of Other Registrable Securities, then the securities of InnovaCom held by all the Holders who have requested that of Registrable Securities shall be excluded to the extent required by such limitation, in proportion, as nearly as practicable, to the respective amount of Registrable Securities which each such Holder had requested to be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares ; PROVIDED, HOWEVER, that in accordance with the above provisions, the Company or the underwriters may round no event shall the number of shares allocated Registrable Securities included in the registration be reduced if such reduction would cause the Registrable Securities to any Holder be less than 10% of the securities included in such registration. If the underwriter has not limited the number of Registrable Securities requested to be underwritten under this paragraph (ii), InnovaCom may include its securities for its own account in such registration if the nearest 100 sharesunderwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. If any Holder of Registrable Securities, Other Registrable Securities or any officer or director disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company InnovaCom and the managing underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Company Registration. (a) If at any time or from time to time, the Company shall determine to register any shares of its securities, either for its own account or Common Stock for the account of a security holder or holders, holders or otherwise (other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration relating solely to a merger, exchange offer or a transaction of securities the type specified in a Rule 145 Transaction145(a) under the Securities Act), the Company will: (i) will promptly give deliver to each Holder of the Holders a written notice thereof; and (ii) subject of such proposed transaction at least 20 Business Days prior to Section 10.3(b), the filing of a Registration Statement and include in such registration (and any related qualification under blue sky laws or other compliance)registration, and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests received made by Holders within twenty (20) days ten Business Days after receipt of such the written notice from the Company by any Holderdescribed above. Each Holder shall be entitled to have its shares included in an unlimited number of registrations pursuant to this Section 9.2. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i9.2(a). In such event, the right of any each Holder to registration pursuant to this Section 10.3 9.2(a) shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's the Registrable Securities in the underwriting to the extent provided herein. All If the Holders proposing shall have elected to distribute exercise their securities through such underwriting rights under Section 9.2(a), they shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company (or by the holders who have demanded such registration)Company. Notwithstanding any other provision of this Section 10.39.2, if the managing underwriter representative determines and so advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall so advise all Holders who have requested that Registrable Securities be included in the Holders. In such registration of any limitations imposed pursuant to this Section 10.3(b). The an event, the number of shares of Registrable Securities that may be included in such the registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration by the Holders shall be determined in proportionreduced, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round on a pro rata basis (based on the number of shares allocated of Common Stock held by each such Holder (counting shares of Series D Preferred Stock on an as-converted-to-common basis) and each other Person (other than the Company) registering shares under such registration), by such minimum number of shares as is necessary to any Holder to the nearest 100 sharescomply with such limitation. If any a Holder disapproves of the terms of any such underwriting, he or she it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Company Registration. (a) If at any time or from time to time, Whenever the Company shall determine proposes to register any of its securities, securities either for its own account or for the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Sections 1.3 or 1.5 hereof), other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans or dividend reinvestment plans, or (ii) a registration of securities in relating to a corporate reorganization or other transaction under Rule 145 Transaction145, or a registration on any registration form that does not permit secondary sales, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) subject use its best efforts to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 1.4(b) below, and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests requests, made by any Holder and received by the Company within twenty (20) days after receipt of such the written notice from the Company described in clause (i) above is mailed or delivered by any the Company. Such written request may specify all or a part of a Holder’s Registrable Securities. (b) If the registration of for which the Company gives notice is for a registered public offering involving an underwriting, the Company shall will so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i1.4(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall 1.4 will be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall will (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company (or by the holders who have demanded such registration)Company. Notwithstanding any other provision of this Section 10.31.4, if the managing underwriter determines representative of the underwriters advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter representative may limit (subject to the limitations set forth below) exclude all Registrable Securities from the Company’s initial public offering and reduce the number of Registrable Securities to be included in any other registered offering of the Company; provided that Registrable Securities shall not be reduced to less than ten percent (10%) of the total number of shares being registered in such other offering. If any Holder is unable to register shares of Registrable Securities in any offering other than the Company’s initial public offering as a result of the limitations set forth in this Section 1.4(b), no Holders shall be permitted to register shares in such offering other than the Holders who initiated such registration in the case of a demand registration. The Company will so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting will be allocated first to the Company for securities being sold for its own account and thereafter as set forth in Section 1.14. If any person does not agree to the terms of any such underwriting or eliminate entirely otherwise fails to comply with the provisions of this Agreement, he will be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting will be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration was previously reduced as a result of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionsmarketing factors, the Company or will then offer to all persons who have retained the underwriters may round right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in accordance with Section 1.14 hereof. (c) The Company will have the right to terminate or withdraw any registration initiated by it under this Section 1.4 prior to the effectiveness of such registration whether or not any Holder has elected to the nearest 100 sharesinclude securities in such registration. If any Holder disapproves The Registration Expenses of the terms of any such underwriting, he or she may elect to withdraw therefrom withdrawn registration will be borne by written notice to the Company and the managing underwriterin accordance with Section 1.6 hereof.

Company Registration. (a) If at any time or from time to time, the Company shall determine to register any of its equity securities, either for its own account or for the account of a security holder or holders, other than (i) a registration relating solely to its initial public offering of common stock utilizing Form S-1, any employee stock option and benefit plans utilizing Form S-8, or a registration of securities on shares issued in a reclassification, merger, consolidation or transfer of assets transaction utilizing Form S-8 (S-4, or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transactionform which does not permit secondary sales, the Company will: (i) promptly give to each Holder the Investors a written notice thereofthereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests received requests, made by the Investors within twenty (20) fifteen days after receipt of such the written notice from the Company by any Holderdescribed in clause (i) above, except as set forth in Section 1.2(b) below. Such written request may specify all or a part of the Investor's Registrable Securities. (b) If the registration pursuant to this Section 1.2 involves an underwritten offering of which the Company gives notice is securities being registered, whether or not for sale for the account of the Company, to be distributed on a registered public offering involving an underwritingfirm commitment basis by or through one or more underwriters of recognized national or regional standing under underwriting terms appropriate for such a transaction, the Company shall so advise each of the Holders Investors as a part of the written notice given pursuant to Section 10.3(a)(i1.2(a)(i). In such event, the right of any Holder each of the Investors to registration pursuant to this Section 10.3 1.2 shall be conditioned upon such HolderInvestor's participation in such underwriting and the inclusion of such HolderInvestor's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing The Investors whose shares are to distribute their securities through be included in such underwriting registration shall (together with the Company and the other holders Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter.the

Company Registration. (ai) If at any time or from time to time, the Company shall determine to register Register any of its securities, equity securities either for its own account or for the account of a security holder or holdersany other Person, other than (i) a registration of securities on Form S-8 (or any successor form) Registration relating solely to employee benefit plans, or (ii) a Registration relating solely to a Commission Rule 145 transaction, or a Registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of securities in a Rule 145 TransactionRegistrable Shares, the Company will: (iA) promptly give to each Holder of the Holders a written notice thereofthereof (which shall include a list of the jurisdictions, if any, in which the Company intends to attempt to qualify such securities under applicable state securities laws); and (iiB) subject to Section 10.3(b), include in such registration Registration (and any related qualification under blue sky state securities laws or other compliance), and in any underwriting involved in such registrationtherein, all the Registrable Securities Shares specified in a written request or requests received requests, made by the Holders within twenty ten (2010) business days after receipt the giving of such the written notice from the Company described in clause (i) above, except as set forth in Section 4(a)(ii) below. Such written request shall specify the amount of Registrable Shares intended to be disposed of by a Holder and may specify all or a part of the Holder's Registrable Shares. Notwithstanding the foregoing, if, at any Holder. (b) If time after giving such written notice of its intention to effect such Registration and prior to the effective date of the registration of which the Company gives notice is for a registered public offering involving an underwritingstatement filed in connection with such Registration, the Company shall so advise determine for any reason not to Register such equity securities the Company may, at its election, give written notice of such determination to the Holders as a part of and thereupon the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 Company shall be conditioned upon relieved of its obligation to Register such Holder's participation Registrable Shares in such underwriting and connection with the inclusion Registration of such Holder's Registrable Securities in the underwriting equity securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter.

Company Registration. (a) If 4.1 Subject to Section 4.2, whenever the Company proposes to file a Registration Statement at any time or and from time to time, it will, prior to such filing, promptly give written notice to all Shareholders of its intention to do so and, if the Company receives the written request of any Shareholder holding Registrable Shares (other than any Shareholder that has at any time defaulted on its obligations in respect of a Reinsurance Draw) within three (3) days after the Company provides such notice, the Company shall determine use its reasonable best efforts to register any of its securities, either for its own account or for the account of a security holder or holders, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transaction, cause all Registrable Shares that the Company will: has been requested by such Shareholder or Shareholders to be registered under the Securities Act to the extent necessary to permit their sale or other disposition; provided, however, that (ia) promptly give the rights set forth in this Section 4 shall not apply to each Holder written notice thereof; and (ii) subject Registration Statements to be filed pursuant to Section 10.3(b), include in such registration (3 hereof and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registration, all the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of such written notice from the Company by any Holder. (b) If the registration of which the Company gives notice is for a registered public shall have the right to postpone or withdraw any registration effected pursuant to this Section 4 without obligation to any Shareholder. 4.2 In connection with any offering under this Section 4 involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant not be required to Section 10.3(a)(i). In such event, the right of include any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation Registrable Shares in such underwriting and unless the inclusion holders thereof accept the terms of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as reasonably agreed upon between the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with underwriters selected by it. If the managing underwriter selected for such underwriting by the Company (or by advises the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3Registrable Shares requesting registration hereunder that, if the managing underwriter determines that in its good faith view, marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit or eliminate entirely Company shall exclude from such registration (a) first, securities held by any Person who does not have any contractual rights to cause the Company to register such securities (including, without limitation, any Shareholder that has at any time defaulted on its obligations in respect of a Reinsurance Draw), (b) second, securities held by any Person with such contractual rights other than those granted under this Agreement, (c) third, shares held by the holders of Other Registrable Securities Shares pro rata among such holders on the basis of the respective number of Other Registrable Shares requested by them to be included in such registration. The Company shall advise all Holders who have requested that , (d) fourth, shares held by any Defaulting Investors pro rata among such Defaulting Investors on the basis of the respective number of Class A Registrable Securities Shares owned by such holders requesting to be included in such registration registration, (e) fifth, shares held by the holders of Class A Registrable Shares who are Institutional Investors (other than any limitations imposed pursuant to this Section 10.3(b). The Defaulting Investors) pro rata among such holders on the basis of the respective number of shares of Class A Registrable Securities that may Shares owned by such holders requesting to be included in such registration registration, and underwriting for each Holder (f) sixth, shares held by the holders of Class A Registrable Shares who has are not Institutional Investors pro rata among such holders on the basis of the respective number of Class A Registrable Shares requested that Registrable Securities by them to be included in such registration registration, but in no event shall the amount of Class A Registrable Shares included in the offering pursuant to clauses (e) and (f) be determined in proportion, as nearly as practicable, to reduced below thirty percent (30%) of the respective amounts total amount of Registrable Securities held by all Holders who have requested that Registrable Securities be securities included in such registration at offering unless such offering is the time initial public offering of filing the registration statement. To facilitate the allocation of Company’s securities and no other shareholder has included shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterregistration.

Company Registration. (a) If at any time or from time to time, the Company ATI shall determine to register any of its securities, Common Stock either for its own account or for the account of a security holder or holdersholders exercising their respective demand registration rights, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities relating solely to a transaction described in a Rule 145 Transactionpromulgated under the Securities Act, the Company or a registration on any registration form that does not permit secondary sales, ATI will: (i) promptly give to each Holder Transferee written notice thereof; and (ii) subject use its best efforts to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in section 7.2(b) below, and in any underwriting involved in such registrationtherein, all the Registrable Securities Shares specified in a written request or requests made by Transferee and received by ATI within twenty seven (207) days after receipt of such the written notice from the Company ATI described in clause (i) above is mailed or delivered by any HolderATI. Such written request may specify all or a part of Transferee's Registrable Shares. (b) If the registration of which the Company ATI gives notice is for a registered public offering involving an underwriting, the Company ATI shall so advise the Holders Transferee as a part of the written notice given pursuant to Section 10.3(a)(i)paragraph (a)(i) above. In such event, the right of any Holder Transferee to registration pursuant to this Section 10.3 6.2 shall be conditioned upon such HolderTransferee's participation in such underwriting and the inclusion of such HolderTransferee's Registrable Securities Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting Transferee shall (together with the Company ATI and the other holders of securities of ATI with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company (or by the holders who have demanded such registration)ATI. Notwithstanding any other provision of this Section 10.36.2, if the managing underwriter determines representative of the underwriters advises ATI in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter representative may (subject to the limitations set forth below) exclude all Registrable Shares from, or limit or eliminate entirely the number of Registrable Shares to be included in, the registration and underwriting. ATI shall so advise Transferee, and the number of shares of Common Stock that are entitled to be included in the registration and underwriting shall be allocated first to ATI for securities being sold for its own account and thereafter as set forth in paragraph (c) below. (c) In any circumstance in which all of the Registrable Securities Shares and other shares of Common Stock with registration rights (the "Other Shares") requested to be included in a registration on behalf of Transferee or other selling shareholders cannot be so included as a result of limitations or the aggregate number of Registrable Shares and Other Shares that may be so included, the number of Registrable Shares and Other Shares that may be so included shall be allocated among Transferee and other selling shareholders requesting inclusion of shares pro rata on the basis of the number of Registrable Shares and Other Shares that are held by Transferee and other selling shareholders, provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Shares and Other Shares to be included in such registration. The Company shall advise all Holders who have requested that If Transferee or any other selling shareholder does not request inclusion of the maximum number of Registrable Securities be included in such registration of any limitations imposed Shares and Other Shares allocated to it pursuant to this Section 10.3(b). The the above-described procedure, the remaining portion of its allocation shall be reallocated among Transferee and other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares Registrable Shares and Other Shares which are held by Transferee and other selling shareholders, and this procedure shall be repeated until all of the Registrable Securities that Shares and Other Shares which may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation on behalf of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company Transferee and the managing underwriterother selling shareholders have been so allocated.

Company Registration. (a) If at At any time after July 30, 2014 that there is not in existence an effective registration statement covering all of a Holder’s Registrable Securities (a “Precluded Holder”), if the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock under the Securities Act in connection with the “public offering” (as such term is interpreted by Nasdaq under its rules and regulations) of such securities (other than a registration relating solely to the sale of securities to participants in a Company stock plan or from time a transaction covered by Rule 145 under the Securities Act, a registration relating to an “equity line of credit” or similar offering, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each such Precluded Holder written notice of such registration. Upon the written request of each Precluded Holder given within fifteen (15) days after mailing of such notice by the Company in accordance with Section 2.3, the Company shall, subject to the provisions of Section 1.5, cause to be registered under the Securities Act all of the Registrable Securities that each such Precluded Holder has requested to be registered; provided, however, that in connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall determine not be required under this Section 1.3 to register include any of its securities, either for its own account or for the account of a security holder or holders, other than (i) a registration of Precluded Holders’ securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transaction, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registration, all the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of such written notice from the Company by any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and unless they accept the inclusion terms of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as agreed upon between the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such underwriting by the Company it (or by other Persons entitled to select the holders who have demanded underwriters), and then only in such registration). Notwithstanding any other provision of this Section 10.3, if quantity as the managing underwriter determines that marketing factors require a limitation underwriters determine will not jeopardize the success of the number offering by the Company. If the total amount of shares to be underwrittensecurities, the managing underwriter may limit or eliminate entirely the including Registrable Securities Securities, requested by stockholders to be included in such registration. The offering exceeds the amount of securities (sold other than by the Company) that the underwriters advise the Company in writing is compatible with the success of the offering, then the Company shall advise all Holders who be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters have requested that Registrable Securities advised the Company in writing will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such registration of any limitations imposed pursuant other proportions as shall mutually be agreed to this Section 10.3(bby such selling stockholders). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter.

Company Registration. (a) a. If at any time or from time to time, the Company shall determine to register any of its securities, securities either for its own account or for the account of a security holder or holdersholders (including The Tail Wind Fund Ltd. and any of its transferees) exercising their respective demand registration rights, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in relating to a corporate reorganization or other transaction under Rule 145 Transaction145, or a registration on any registration form that does not permit secondary sales, the Company will: (i) promptly give to each Registered Holder written notice thereof; and (ii) subject use its best efforts to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 6.b. below, and in any underwriting involved in such registrationtherein, all the Registrable Securities Warrant Shares specified in a written request or requests requests, made by any Registered Holder and received by the Company within twenty ten (2010) days after receipt of such the written notice from the Company described in clause (i) above is received by any the Registered Holder. Such written request may specify all or a part of a Holder's Warrant Shares. (b) b. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Registered Holders as a part of the written notice given pursuant to Section 10.3(a)(i)6.a. In such event, the right of any Registered Holder to registration pursuant to this Section 10.3 6 shall be conditioned upon such Registered Holder's participation in such underwriting and the inclusion of such Registered Holder's Registrable Securities Warrant Shares in the underwriting to the extent provided herein. All Registered Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company (or by the holders who have demanded such registration)Company. Notwithstanding any other provision of this Section 10.36, if the managing underwriter determines representative of the underwriters advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter representative may (subject to the limitations set forth below) exclude all Warrant Shares from, or limit or eliminate entirely the Registrable Securities number of Warrant Shares to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such the registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, allocated first to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesfor securities being sold for its own account. If any Holder disapproves of person does not agree to the terms of any such underwriting, he or she may elect to withdraw such person shall be excluded therefrom by written notice to from the Company and or the managing underwriter. Any Warrant Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Company Registration. (a) If at any time or from time to time, time the Company shall determine to register any of its equity securities, either for its own account or for the account of a security holder Holder or holders, other than (i) the account of a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) stockholder who is not a registration of securities in a Rule 145 TransactionHolder, the Company willshall: (i) promptly give the Holders (excluding any such Holder for whose account the shares are determined to each Holder be registered) written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under qualifications including compliance with “blue sky laws or other compliancesky” laws), and in any underwriting involved in such registrationtherein, all the shares of Registrable Securities specified in a written request or requests received requests, made within twenty (20) 20 days after receipt the date of such written notice from the Company Company, by any such Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders each Holder as a part of the written notice given pursuant to Section 10.3(a)(i3(a)(i). In such event, the right of any each Holder to registration pursuant to this Section 10.3 3 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's shares of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting Each Holder shall (together with the Company and the other holders stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration)Company. Notwithstanding any other provision of this Section 10.33, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, no securities to be registered for sale by Holders shall be included unless all shares to be registered for sale by the managing underwriter may limit or eliminate entirely Company (and for sale by any stockholder who is not a Holder, if pursuant to the Registrable Securities exercise of registrations rights granted in connection with a Capital Transaction (as defined in the Amended and Restated Senior Subordinated Revolving Credit Agreement dated March 13, 2008)) to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be underwriting are so included in such registration of and any limitations imposed pursuant remaining securities to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportionallocated pro rata among the Holders and any other holders of “piggy-back” registration rights, as nearly as practicable, based on the number of shares requested to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statementby all such holders. To facilitate the allocation of shares in accordance with the above provisions, the The Company or the underwriters may round shall so advise each Holder and the number of shares allocated of Registrable Securities to be included in the registration and underwriting shall be so limited. (c) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, all Holders shall provide upon request customary lock-up agreements for themselves and their affiliates by which they agree not sell any Holder to of their shares for a period of 180 days from the nearest 100 shares. If any Holder disapproves effective date of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterregistration statement.

Company Registration. (a) If at any time or from time to time, time the Company shall determine to register any of its securities, either for its own account or for the account of a security holder or holders, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in relating solely to a Commission Rule 145 Transactiontransaction, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests received requests, made within twenty (20) 20 days after receipt of such written notice from the Company Company, by any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i1.6(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 10.3 1.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration)Company. Notwithstanding any other provision of this Section 10.31.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities or other securities to be included in such registration, provided, however, that after the Company's initial firm commitment underwritten public offering no such limitation shall reduce the percentage of such registration consisting of Registrable Securities below 15%. The Company shall so advise all Holders who have requested that Registrable Securities be included in and other holders distributing their secu rities through such registration of any limitations imposed pursuant to this Section 10.3(b). The underwriting and the number of shares of Registrable Securities and other securities that may be included in such the registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined allocated among all Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities contractually entitled to registration in the offering held by all such Holders who have requested that Registrable Securities be included in and such registration other holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter.managing

Company Registration. (a) If at (but without any time or from time obligation to time, do so) the Company shall determine proposes to register any of its securities, either stock (including a registration effected by the Company for its own account stockholders other than the Holders) or other securities under the Securities Act in connection with the public offering of such securities solely for the account of a security holder or holders, cash (other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, the sale of securities to participants in a Company stock option or stock purchase plan or (ii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities in a Rule 145 Transactionthat are also being registered), the Company will: (i) shall, at such time, promptly give to each Holder written notice thereof; and (ii) of such registration. On the request of each Holder given within 30 days after such notice by the Company, the Company shall, subject to the provisions of Section 10.3(b)2.1(c) hereof, include in such registration (and any related qualification cause to be registered under blue sky laws or other compliance), and in any underwriting involved in such registration, the Securities Act all of the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of that each such written notice from the Company by any HolderHolder has requested to be registered. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, have the right to terminate or withdraw any registration initiated by it under this Section 2.1 prior to the effectiveness of such registration, whether or not any Holder shall have elected to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their include securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The expenses of such withdrawn registration shall be borne by the Company shall in accordance with Section 2.5 hereof. (c) If, in connection with any underwritten offering of shares of the Company's capital stock, the underwriter or underwriters advise all Holders who have requested the Company that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The the dollar amount or number of shares of Registrable Securities that may and other shares of Common Stock or securities to be included in such registration and underwriting for each Holder who has requested the offering exceeds the maximum dollar amount or number that Registrable Securities can be included sold in such registration offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering (the "Maximum Number of Shares"), then the Company shall include in such registration: (1) first, the shares of Common Stock or other securities that the Company proposes to sell that can be determined in proportion, as nearly as practicablesold without exceeding the Maximum Number of Shares; and (2) second, to the respective amounts extent the Maximum Number of Shares has not been reached under the foregoing clause (1), the Registrable Securities held as to which registration has been requested by all Holders who have requested that to the extent the inclusion of such Registrable Securities be included in such registration at will not exceed the time Maximum Number of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterShares.

Company Registration. If (abut without any obligation to do so) If at any time after the completion of the Initial Offering, subject to restrictions imposed by the underwriters in connection with the Initial Offering (whether such restrictions terminate by their terms or from time to timeare waived by the underwriters), the Company shall determine proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its securities, either for its own account shares or for other securities under the account Act (or under equivalent securities law of a security holder or holders, another jurisdiction) in connection with the public offering of such securities (other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to the sale of securities to participants in an employee benefit plansplan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or (ii) a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities in a Rule 145 Transactionthat are also being registered), the Company will: (i) shall, at such time, promptly give to each Holder a written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in of such registration, all . Upon the Registrable Securities specified in a written request or requests received of each Holder given within twenty (20) days after receipt mailing of such written notice from by the Company by any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwritingin accordance with Section 3.8, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such eventshall, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting subject to the extent provided herein. All Holders proposing provisions of Section 1.3.1, do all necessary actions in order to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares cause to be underwritten, registered under the managing underwriter may limit or eliminate entirely Act all of the Registrable Securities that each such Holder has requested to be included registered (subject, in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration the case of any limitations imposed pursuant to this Section 10.3(b). The number registering shares or other securities under the Act (or under equivalent securities law of shares another jurisdiction) during the six (6) months after the effective date of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicablethe Initial Offering, to the respective amounts of Registrable Securities held restrictions imposed by all Holders who have requested that Registrable Securities be included the underwriters in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance connection with the above provisions, Initial Offering (whether such restrictions terminate by their terms or are waived by the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterunderwriters)).

Company Registration. (a) If If, at any time or from time to timeafter the date of this Agreement until the Termination Date, the Company shall determine proposes to register any effect a Public Offering of its equity securities, either for its own account or for the account of a security any holder or holders, of its securities other than (i) Registrable Shares, on a form that would permit registration of securities on Form S-8 Registrable Shares for sale to the public under the Securities Act (or any successor forma “Piggyback Registration Statement”), then, not less than five (5) relating solely Business Days prior to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transactionthe anticipated pricing date for such Public Offering, the Company will: (i) promptly will give to each Holder written notice thereof; and to all Holders of Registrable Shares of its intention to conduct a Public Offering, and upon the written request of a Holder or Holders of Registrable Shares given within five (ii5) Business Days after the Company provides such notice (which request will state the number of Registrable Shares to be included), the Company will use commercially reasonable efforts, subject to Section 10.3(b)5.3, to include in such registration (and the Public Offering all Registrable Shares so requested for inclusion; provided, however, that the Company will have the absolute right at any related qualification under blue sky laws time to postpone, terminate or other compliance), and in withdraw any underwriting involved in such registration, all Public Offering initiated by the Registrable Securities specified in Company pursuant to this Section 3.1 without any obligation to any Holder. If a written request or requests received within twenty (20) days after receipt of such written notice from a Holder is received by the Company by any Holder. more than five (b5) If the registration of which Business Days after the Company gives notice in accordance with this Section 3.1, but not later than five (5) Business Days prior to the effectiveness of the Registration Statement (or, if no Registration Statement is for required to be filed with respect to such Public Offering because the offering is being made pursuant to a registered public offering involving an underwritingRegistration Statement previously filed under Rule 415, five (5) Business Days prior to the filing of the definitive prospectus supplement with respect to such Public Offering), then the Company shall will endeavor to include all Registrable Shares requested for inclusion in such notice, so advise long as the Holders as Company would not incur any additional material delays or expense. Upon delivery of a part of the written notice given request that Registrable Shares be included in an underwriting pursuant to Section 10.3(a)(i). In such event3.1, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter thereof may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may not thereafter elect to withdraw therefrom by without the written notice to consent of the Company and the managing underwriterCompany, which may not be unreasonably withheld.

Company Registration. The Company shall notify all Holders -------------------- of Registrable Securities in writing at least fifteen (a15) If at any time or from time days prior to time, the filing of a registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company and registration statements on behalf of stockholders (other than the Holders) who have been granted demand registration rights, but excluding registration statements relating to employee benefit plans or debt securities, with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or a registration on any registration form that does not permit secondary sales) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall determine state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to register include all of its Registrable Securities, in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities, as applicable, in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, either for its own account all upon the terms and conditions set forth herein. The Company shall have the right to terminate or for withdraw any registration initiated by it under this Section 1.3 prior to the account effectiveness of a security holder or holders, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transaction, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and whether or not any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registration, all the Holder has elected to include Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of such written notice from the Company by any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in registration expenses of such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such withdrawn registration shall be determined in proportion, as nearly as practicable, to borne by the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares Company in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterSection 1.6 hereof.

Company Registration. (ai) If at any time If, on or from time to timeafter the Commencement Date and until May 15, 2006, the Company shall determine to register Register any of its securities, equity securities either for its own account or for the account of a security holder or holdersany other Person, other than (i) a registration of securities on Form S-8 (or any successor form) Registration relating solely to employee benefit plans, or (ii) a Registration relating solely to a Commission Rule 145 transaction or on Form S-4, or a Registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of securities in a Rule 145 TransactionRegistrable Shares, the Company will: (iA) promptly give to each Holder of the Holders a written notice thereofthereof (which shall include a list of the jurisdictions, if any, in which the Company intends to attempt to qualify such securities under applicable state securities laws); and (iiB) subject to Section 10.3(b), include in such registration Registration (and any related qualification under blue sky state securities laws or other compliance), and in any underwriting involved in such registrationtherein, all the Registrable Securities Shares specified in a written request or requests received requests, made by the Holders within twenty ten (2010) business days after receipt the giving of such the written notice from the Company described in clause (i) above, except as set forth in Section ------- 5(a)(ii) below. Such written request shall specify the amount of -------- Registrable Shares intended to be disposed of by a Holder and may specify all or a part of the Holder's Registrable Shares. Notwithstanding the foregoing, if, at any Holder. (b) If time after giving such written notice of its intention to effect such Registration and prior to the effective date of the registration of which the Company gives notice is for a registered public offering involving an underwritingstatement filed in connection with such Registration, the Company shall so advise determine for any reason not to Register such equity securities the Company may, at its election, give written notice of such determination to the Holders as a part of and thereupon the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 Company shall be conditioned upon relieved of its obligation to Register such Holder's participation Registrable Shares in such underwriting and connection with the inclusion Registration of such Holder's Registrable Securities in the underwriting equity securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter.

Company Registration. If (abut without any obligation to do so) If at any time or from time to time, the Company shall determine proposes to register (including for this purpose a registration effected by the Company for shareholders) any of its securities, either stock or other securities under the Securities Act in connection with a public offering of such securities solely for its own account or for cash (the account of a security holder or holders, "Company Offering") other than than: (i) a registration of securities on Form S-8 (or any other similar successor form) relating solely to employee benefit plans, the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or other similar successor form); or (ii) a registration of securities in a Rule 145 Transactionon Form S-4 (or other similar successor form), the Company will: shall, at least thirty (i30) days prior to finalizing a registration statement, promptly give to each the Holder written notice thereof; and of such registration. Upon the written request of the Holder given within fifteen (ii15) days after mailing of such notice by the Company in accordance with Section 20, the Company shall, subject to the provisions of this Section 10.3(b)3 and Section 7, include in such registration (and any related qualification cause to be registered under blue sky laws or other compliance), and in any underwriting involved in such registration, the Securities Act all of the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of such written notice from that the Holder thereof has requested to be registered. In the event that the underwriters advise the Company by any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely Company and its underwriters shall allocate the number of Registrable Securities requested to be included registered by the Holder as follows: (i) first, to the Company; (ii) second, to the Holder; and (iii) third, to the holders of other securities that have elected to participate in such registrationoffering pro rata according to the number of securities held by each such holder. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to no obligation under this Section 10.3(b). The number 3 to make any offering of shares its securities, or to complete an offering of Registrable Securities its securities that may be included in such registration it proposes to make, and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, incur no liability to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated Holder for its failure to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterdo so.

Company Registration. (a) If at (but without any time obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or from time other securities under the Act in connection with the public offering of such securities (other than the Company's Initial Offering, a registration relating solely to timethe sale of securities to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 under the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall determine shall, at such time, promptly give each Holder and Founder written notice of such registration. In addition, if the Company proposes to register any of its securities, either stock for its own account a Holder pursuant to Sections 1.2 or for the account of a security holder or holders, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transaction1.4 hereof, the Company will: (i) shall, at such time, promptly give to each Holder Founder written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in of such registration, all the Registrable Securities specified in a . Upon written request of a Holder or requests received a Founder given within twenty (20) days after receipt mailing of such written a notice from by the Company by any Holder. (bunder this Section 1.3(a) If the registration of which the Company gives notice is for a registered public offering involving an underwritingin accordance with Section 3.5, the Company shall so advise shall, subject to the Holders as a part provisions of Section 1.3(c), use all reasonable efforts to cause to be registered under the Act (i) all of the written notice given pursuant Registrable Securities that each such Holder has requested to Section 10.3(a)(i)be registered and (ii) all shares of Common Stock then held by a Founder ("Founder Securities") that each such Founder has requested to be registered. In such event, the right of event that any Holder to registration Founder Securities owned by a Founder are registered pursuant to this Section 10.3 1.3(a), then, for purposes of Sections 1.5, 1.6, 1.7 and 1.8 (as applied to such registration only), such Founder Securities shall be conditioned upon included within the meaning of "Registrable Securities" and such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting Founder shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration within the meaning of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter"Holders."

Company Registration. If (abut without any obligation to do so) If at the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders, the JD Holders or the Existing Holders) any time of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or from time similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to timebe included in a registration statement covering the sale of the Registrable Securities), the Company shall determine to register any of its securitiesshall, either for its own account or for the account of a security holder or holdersat such time, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transaction, the Company will: (i) promptly give to each Holder, Hony Holder, XX Xxxxxx and Existing Holder written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in of such registration, all . Upon the Registrable Securities specified in a written request or requests received of each Holder given within twenty (20) days after receipt mailing of such written notice from by the Company by any Holder. (b) If in accordance with the registration of which the Company gives notice is for a registered public offering involving an underwritingAgreement, the Company shall so advise shall, subject to the Holders as a part provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the written notice given pursuant Registrable Securities that each such Holder has requested to Section 10.3(a)(i). In such eventbe registered, in addition to any registrable securities that the other holders of the registration rights contemplated by the Existing Investors’ Rights Agreement, the right of any Holder to registration Hony Registration Rights Agreement and the JD Investor Rights Agreement. Registration pursuant to this Section 10.3 3 shall not be conditioned upon such Holder's participation deemed to be a demand registration as described in such underwriting and the inclusion Section 2 above. If a Holder decides not to include all or any of such Holder's its Registrable Securities in such registration by the underwriting Company, such Holder shall nevertheless continue to have the extent provided right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. All Holders proposing to distribute their securities through such underwriting There shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of be no limit on the number of shares to be underwritten, times the managing underwriter Holders may limit or eliminate entirely the request registration of Registrable Securities under this Section 3. The Company may, in its sole discretion, defer, terminate or withdraw any registration initiated under this Section 3 whether or not the Holders have elected to be included include any Registrable Securities in such registration. The Notwithstanding anything contained herein, in the event that the SEC or applicable federal securities laws and regulations prohibit the Company shall advise from including all Holders who have requested that of the Registrable Securities requested by the Holders to be included registered in such a registration of any limitations imposed statement pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may 3, then the Company shall be included obligated to include in such registration and underwriting for each Holder who has requested that statement only such portion of the Registrable Securities be included in as is permitted by the SEC or such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company federal securities laws and the managing underwriterregulations.

Company Registration. If (abut without any obligation to do so) If at the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any time of its stock or from time other securities under the Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to timethe sale of securities to participants in a Company stock plan), the Company shall determine to register any of its securitiesshall, either for its own account or for the account of a security holder or holdersat such time, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transaction, the Company will: (i) promptly give to each Holder written notice thereofof such registration. Upon the written request of each Holder given within thirty (30) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be registered. The Founders shall have the right to have the shares of the Founder Stock included in any Company registration under this Section1.3; provided, however, that such rights shall be subject and subordinate to the rights of the Holders (other than the Founders) and; provided further that no shares of the Founder Stock shall be included in any Company registration hereunder, unless and until all shares of Holders (other than the Founders) requesting that their Registrable Securities be registered are included in such offering. The number of Registrable Securities and other securities proposed to be included in such offering shall be included in the following order: (a) First, the securities proposed to be included by the Company; (b) Second, the Registrable Securities held by the Holders of Registrable Securities other than the Founders, pro rata based upon the number of Registrable Securities owned by each Holder at the time of such registration; (c) Third, the Registrable Securities held by the Founders, pro rata based upon the number of Registrable Securities owned by each Founder at the time of such registration; and (iid) subject Fourth, other securities not referred to Section 10.3(bin (a), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registration, all the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of such written notice from the Company by any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i)or (c) above. In such event, connection with the right exercise of any Holder to its registration rights pursuant to this Section 10.3 1.3, DLJ shall be conditioned upon have the right to approve the underwriter for such Holder's participation registration. Notwithstanding the foregoing, in such underwriting and the event the managing underwriter advises the Company in writing that the inclusion of such Holder's Registrable Securities in the underwriting proposed to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting be included by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation members of the number Company's management in such registration may adversely affect the offering and sale (including price) of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities all securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The , the number of shares of Registrable Securities that proposed to be included by the management may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterdisproportionately cut back.

Company Registration. (a) If at any time or from time to time, time the Company shall determine to register any of its securities, either for its own account or for the account of a security holder or holdersany stockholder, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in relating solely to a Commission Rule 145 Transactiontransaction, or (iii) the registration pursuant to Section 3.1 hereof, the Company will: (i) promptly give to each Holder written notice thereofthereof and of each such Holder's rights under this Section 3.3; and (ii) subject use its commercially reasonable efforts to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests received requests, made within twenty ten (2010) days after receipt of such written notice from the Company Company, by any Holder, subject to Section 3.3(b) hereof. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i3.3(a)(i). In such event, event the right of any Holder to registration pursuant to this Section 10.3 3.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration)Company. Notwithstanding any other provision of this Section 10.33.3, if the Company registration pursuant to this Section 3.3 involves an underwritten offering and the managing underwriter determines advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities and other securities to be distributed through such underwriting, provided, that the Company shall include in such registration (a) first, one hundred percent (100%) of the securities the Company proposes to sell, and (b) second, the amount of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative amount of Registrable Securities then held by each such Holder together with other holders of rights similar to those granted in this Section 3.3 on a pari passu basis; provided, further, in no event shall the number of Registrable Securities to be included in such registrationoffering be less than twenty percent (20%) of the total number of securities to be included in such offering. The Company shall so advise all Holders who have requested that Registrable Securities be included in distributing their securities through such registration underwriting of any limitations imposed pursuant to this Section 10.3(b). The such limitation, and the number of shares of Registrable Securities that may be included in such the registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all such Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statementstatement or in such other manner as shall be agreed to by the Company and Holders of a majority in interest of the Registrable Securities proposed to be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other selling stockholder to the nearest 100 one hundred (100) shares. If any Holder disapproves of the terms of any such underwriting, he such Holder or she selling stockholder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Further, any Holder requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration to withdraw therefrom. In addition, the registrations provided for in this Section 3.3 are in addition to, and not in lieu of the registrations made on behalf of the Holders as described elsewhere in this Section 3. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 3.4 hereof. (d) Notwithstanding the above, this Section 3.3 shall not apply to registrations of the Company's securities which are not underwritten public offerings when the Registrable Securities are covered by an effective Registration Statement.

Company Registration. If (abut without any obligation to do so) If at any time or from time to time, the Company shall determine proposes to register any of its securities, either stock (including a registration effected by the Company for its own account or for the account of a security holder or holders, stockholders other than (ithe Holders) a registration or other securities under the Securities Act in connection with the public offering of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transactionsuch securities, the Company will: (i) shall, at such time, promptly give to each Holder written notice thereof; and (ii) of such registration. On the request of each Holder given within thirty days after such notice by the Company, the Company shall, subject to Section 10.3(bthe provisions of section 2.2(c), cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. . The Company shall have the right to terminate or withdraw any registration initiated by it under this section 2.2 prior to the effectiveness of such registration, whether or not any Holder shall have elected to include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved securities in such registration, all the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt . The expenses of such written notice from withdrawn registration shall be borne by the Company by in accordance with section 2.7 hereof. . In connection with any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwritingunderwriting of shares of the Company's capital stock, the Company shall so advise not be required under this section 2.2 to include any requesting Holder's securities in such underwriting, unless such Holder accepts the Holders as a part terms of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as agreed between the Company and the underwriters selected by it (or by other holders distributing their securities through such underwritingpersons entitled to select the underwriters) enter and enters into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company, and then only in such quantity as the underwriters advise the Company (or in writing in their sole discretion will not jeopardize the success of the offering by the holders who have demanded such registration)Company. Notwithstanding any other provision If the total amount of this Section 10.3securities, if including Registrable Securities, requested by the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities Holders to be included in such registration. The offering exceeds the amount of securities sold other than by the Company that the underwriters advise the Company in writing in their sole discretion is compatible with the success of the offering, then the Company shall advise all Holders who have requested be required to include in the offering only that number of such Registrable Securities that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among the selling Holders according to the total amount of Registrable Securities entitled to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders); provided, that in no event shall the amount of -------- Registrable Securities of the selling Holders included in the offering be reduced below one-third of the total amount of securities included in such registration offering. For purposes of such apportionment among Holders, for any limitations imposed pursuant to this Section 10.3(b). The number of shares selling stockholder that is a Holder of Registrable Securities and that may be included in is a partnership or corporation, the partners, retired partners and stockholders of such registration Holder, or the estates and underwriting family members of any such partners and retired partners and any trusts for each Holder who has requested that Registrable Securities be included in such registration the benefit of any of the foregoing persons shall be determined in proportiondeemed to be a single "selling Holder", as nearly as practicable, and any pro rata reduction with respect to such "selling Holder" shall be based on the respective amounts aggregate amount of Registrable Securities held owned by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company related entities and the managing underwriterindividuals.

Company Registration. (a) If at (but without any time obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or from time other securities under the Act in connection with the public offering of such securities (other than the Company's Initial Offering, a registration relating solely to timethe sale of securities to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 under the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall determine shall, at such time, promptly give each Holder and Founder written notice of such registration. In addition, if the Company proposes to register any of its securities, either stock for its own account a Holder pursuant to Sections 1.2 or for the account of a security holder or holders, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transaction1.4 hereof, the Company will: (i) shall, at such time, promptly give to each Holder Founder written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in of such registration, all the Registrable Securities specified in a . Upon written request of a Holder or requests received a Founder given within twenty (20) days after receipt mailing of such written a notice from by the Company by any Holder. (bunder this Section 1.3(a) If the registration of which the Company gives notice is for a registered public offering involving an underwritingin accordance with Section 4.5, the Company shall so advise shall, subject to the Holders as a part provisions of Section 1.3(c), use all reasonable efforts to cause to be registered under the Act (i) all of the written notice given pursuant Registrable Securities that each such Holder has requested to Section 10.3(a)(i)be registered and (ii) all shares of Common Stock then held by a Founder ("Founder Securities") that each such Founder has requested to be registered. In such event, the right of event that any Holder to registration Founder Securities owned by a Founder are registered pursuant to this Section 10.3 1.3(a), then, for purposes of Sections 1.5, 1.6, 1.7 and 1.8 (as applied to such registration only), such Founder Securities shall be conditioned upon included within the meaning of "Registrable Securities" and such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting Founder shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration within the meaning of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter"Holders."

Company Registration. (a) If at any time or from time to time, the Company shall determine to register any of its securities, securities either for its own account or for the account of a security holder or holdersholders exercising their respective demand registration rights, other than (i) a registration pursuant to Section 1.3 or 1.5 hereof, a registration related to a the Company’s Initial Public Offering of securities on Form S-8 (or any successor formits Common Stock where the Company has determined pursuant to Section 1.4(c) hereof to exclude selling stockholders, a registration relating solely to employee benefit plans, or (ii) a registration relating to the offer and sale of securities in debt securities, or a registration relating solely to a Rule 145 Transactiontransaction, the Company willshall: (i) promptly give to each Holder written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 1.4(b) hereof, and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests requests, made by any Holder and received by the Company within twenty ten (2010) days after receipt of such the written notice from the Company described in clause (i) above is given by any the Company. Such written request may specify all or a part of a Holder’s Registrable Securities. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i)1.4(a)(i) hereof. In such event, the right of any Holder to include Registrable Securities in such registration pursuant to this Section 10.3 1.4 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders any Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company Company. (or by the holders who have demanded such registration). c) Notwithstanding any other provision of this Section 10.31.4, if the managing underwriter determines representative of the underwriters advises the Company that marketing factors require a limitation of on the number of shares securities sold other than by the Company, the representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be underwrittenincluded in, the managing underwriter registration and underwriting. If the registration is with respect to the Company’s Initial Public Offering, the Company may limit limit, to the extent so advised by the underwriters, the amount of securities (including Registrable Securities) to be included in the registration by the Company’s stockholders (including the Holders), or eliminate may exclude, to the extent so advised by the underwriters, such underwritten securities entirely from such registration (provided that all Holders shall be excluded last from such offering). If such registration is with respect to any subsequent Company-initiated registered offering of the Company’s securities to the general public, the Company may limit, to the extent so advised by the underwriters, the amount of securities to be included in the registration by the Company’s stockholders (including the Holders); provided, however, that the number of Registrable Securities to be included in such registrationregistration by the Company’s stockholders (including the Holders) may not be so reduced to less than twenty percent (20%) of the total number of all securities included in such registration (provided that all Holders shall be excluded last from such offering). The Company shall so advise all Holders who have requested holders of securities requesting registration, and the number of securities that Registrable Securities are entitled to be included in the registration and underwriting shall be allocated first to the Company for securities being sold for its own account and thereafter as set forth in Section 1.14 hereof. If any person does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company or the underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If securities are so withdrawn from the registration and if the number of securities to be included in such registration was previously reduced as a result of any limitations imposed pursuant marketing factors, the Company shall then offer to this Section 10.3(b). The all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares of Registrable Securities that may securities so withdrawn, with such securities to be included allocated among the persons requesting additional inclusion in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statementaccordance with Section 1.14 hereof. To facilitate the allocation of shares securities in accordance with the above provisions, the Company or the underwriters underwriter(s) may round the number of shares securities allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter.

Company Registration. (a) If at (but without any time or from time obligation to time, do so) the Company shall determine proposes to register any of its securities, either stock (including a registration effected by the Company for its own account or for the account of a security holder or holders, stockholders other than Holders) or other securities under the 1933 Act in connection with the public offering of such securities solely for cash (i) other than a registration of securities on Form S-8 (or any successor form) relating solely to employee the sale of securities to participants in a Company benefit plansplan, a registration relating solely to a Commission Rule 145 transaction, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities such as a Form S-4 registration, or (ii) a registration in which only Common Stock being registered is Common Stock issuable upon the conversion of debt securities in a Rule 145 Transactionwhich are also being registered), the Company will: (i) shall, at such time, promptly give to each Holder written a notice thereof; and of such registration. On the request of Holders given within thirty (ii30) days after such notice by the Company, the Company shall, subject to the provisions of Section 10.3(b)1.3(c) below, include in such registration (and any related qualification cause to be registered under blue sky laws or other compliance), and in any underwriting involved in such registration, the 1933 Act all of the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of such written notice from the Company by any Holderthat Holders have requested to be registered. (b) If The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of which such registration, whether or not Holders shall have elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company gives notice is for a registered public in accordance with Section 1.6 hereof. (c) In connection with any offering involving an underwritingunderwriting of shares of the Company’s capital stock, the Company shall so advise not be required under this Section 1.3 to include Holders’ securities in such underwriting, unless Holders accept the Holders as a part terms of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as agreed between the Company and the underwriters selected by it (or by other holders distributing their securities through such underwritingpersons entitled to select the underwriters) enter and enters into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company (or such other persons), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the holders Company or by any shareholder who have demanded has caused the Company to register outstanding shares through the exercise of registration rights existing prior to the date hereof requiring the Company to register shares held by the shareholder upon the demand of such registrationshareholder (a “Demanding Shareholder”). Notwithstanding any other provision If the total amount of this Section 10.3securities, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwrittenincluding Registrable Securities, the managing underwriter may limit or eliminate entirely the Registrable Securities requested by Holders to be included in such registration. The offering exceeds the amount of securities sold other than by the Company and any Demanding Shareholder, that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall advise all Holders who have requested be required to include in the offering only that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of such Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round determine in their sole discretion will not jeopardize the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves success of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriteroffering.

Company Registration. (a) If at (without any time or from time obligation to time, do so) the Company shall determine proposes to register any of its securities, either capital stock under the Securities Act for its own account or for the account of a security holder or holders, any of its stockholders with registration rights (other than (i) in connection with a registration of securities effected solely with respect to one or more employee benefit plans or arrangements or a business combination transaction or any other similar transaction for which a registration statement on Form S-8 (S-4 under the Securities Act or any comparable successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transactionform is applicable), the Company will: (i) will promptly give to each Holder written notice thereof; and (ii) subject thereof to Section 10.3(b)FIC, the Series A Holders and the Xxxxxx Representative of its intention to effect such a registration and will include in such registration all Registrable Common Securities (and in accordance with the priorities set forth in Sections 1.3(b) below) with respect to which the Company has received a written request from FIC, any related qualification under blue sky laws or other compliance)of the Series A Holders and/or the Xxxxxx Representative on behalf of the Xxxxxx Holders (the “Piggyback Notice”) for inclusion within 10 Business Days after the delivery of the Company’s notice. Each Piggyback Notice shall set forth (i) the identity of each of the Holders that intend to participate in the registration, and in any underwriting involved (ii) the number of Registrable Common Securities such Holders intend to register in such registration, all the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of such written notice from the Company by any Holder. (b) If the registration of which the Company gives notice is for a registered public In connection with any offering involving an underwritingunderwriting of shares of the Company’s capital stock, the Company shall so advise the Holders as a part not be required under this Section 1.3 to include any of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation Holders’ securities in such underwriting and unless they accept the inclusion terms of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as agreed upon between the Company and the other holders distributing underwriters selected by it, and then only in such quantity as the underwriters determine in their securities through such underwriting) enter into an underwriting agreement in customary form with sole discretion will not jeopardize the managing underwriter selected for such underwriting success of the offering by the Company (or by the holders who have demanded such registration)Company. Notwithstanding Regardless of any other provision of this Section 10.31.3, if the managing underwriter determines advises the Company that marketing factors require a limitation of reduction in the number of shares to be underwritten, then the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Common Securities that may be included in such registration and the underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportionallocated first, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterPerson or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Common Securities) who shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.8 hereof.

Company Registration. (a) If at any time or from time to time, the Company shall determine to register any of its securities, securities either for its own account or for the account of a security holder or holdersholders exercising their respective demand registration rights (other than pursuant to Section 1.2 hereof), other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in relating to a corporate reorganization or other transaction under Rule 145 Transaction145, or a registration on any registration form that does not permit secondary sales, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) subject use its best efforts to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), except as section forth in Section 1.3(b) below, and in any underwriting involved in such registrationtherein, all the Registrable Securities (including for this purpose, any Common Stock issuable upon exercise of Class B Warrants, if such warrants have been issued at the time of the notice contemplated by Section 1.3(a)(i)) specified in a written request or requests requests, made by any Holder and received by the Company within twenty (20) ten days after receipt of such the written notice from the Company described in clause (i) above is mailed or delivered by any the Company. Such written request may specify all or a part of the Holder's Registrable Securities. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i1.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company Company. (or by the holders who have demanded such registration). c) Notwithstanding any other provision of this Section 10.31.3, if the managing underwriter determines representative of the underwriters advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit or eliminate entirely the number of Registrable Securities to be included in such registrationin, the registration and underwriting. The Company shall so advise all Holders who have requested that Registrable Securities be included in such registration holders of any limitations imposed pursuant to this Section 10.3(b). The securities requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in such the registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, allocated first to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included Company for securities being sold for its own account and thereafter as set forth in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesSection 1.3(d). If any Holder disapproves of person does not agree to the terms of any such underwriting, he or she may elect to withdraw shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to allocated among the persons requesting additional inclusion in accordance with Section 1.3(d). (d) If any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the "Other Shares") requested to be included in a registration on behalf of the holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and the managing underwriterother selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and other selling stockholders, assuming conversion; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or other selling stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to him pursuant to the above-described procedure, the remaining portion of his allocation shall be reallocated among those requesting Holders and other selling stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares that would be held by such Holders and other selling stockholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares that may be included in the registration on behalf of the Holders and other selling stockholders have been so allocated. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or any shares of stock issued to employees, officers, directors or consultants pursuant to the Company's stock options plans, in order to include such registration securities registered for the Company's own account.

Company Registration. If (abut without any obligation to do so) If at any time or from time to time, the Company shall determine proposes to register any of its securitiesstock or other securities under the Act, either whether for its own account or for the account of a security holder or holders, another stockholder (other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plansthe sale of securities to participants in a Company stock plan for employees, consultants or (ii) directors on Form S-8, a registration of securities in relating to a corporate reorganization or other transaction under Rule 145 Transaction145, the Company will: (i) shall, at such time, promptly give to each Holder Investor written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in of such registration, all . Upon the Registrable Securities specified in a written request or requests received of an Investor given within twenty (20) days after receipt mailing of such written notice from by the Company in accordance with Section 8.6, the Company shall, subject to the provisions of this Section 6, use commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that an Investor has requested to be registered. (a) The Company shall have the right to terminate or withdraw any registration initiated by any Holderit under this Section 6 prior to the effectiveness of such registration whether or not Investor has elected to include securities in such registration. (b) If the registration of which the Company gives notice is for a registered public In connection with any offering involving an underwritingunderwriting of shares of the Company’s capital stock, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to not be required under this Section 10.3 shall be conditioned upon such Holder's participation 6 to include any of Investor’s securities in such underwriting and unless they accept the inclusion terms of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as agreed upon between the Company and the other holders distributing their securities through such underwriting) underwriters selected by it and enter into an underwriting agreement in customary form with the managing an underwriter or underwriters selected for such underwriting by the Company (or Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the holders who have demanded such registration)Company. Notwithstanding any other provision If the total amount of this Section 10.3securities, if the managing underwriter determines that marketing factors require a limitation including Registrable Securities, requested by stockholders of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities Company to be included in such registration. The offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall advise all Holders who have requested be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be allocated first, to the Company, and second, pro rata among the selling stockholders of the Company according to the total amount of securities held by such selling stockholders entitled to be included therein pursuant to registration rights held by such selling stockholders or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a partnership or corporation, the partners, retired partners and stockholders of such selling stockholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. Notwithstanding any provision hereof to the contrary, as a condition to the reduction or exclusion of any such Investor securities in an offering, no securities held by or on account of any officer, director or Affiliate of the Company shall be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included offering. (c) Except as disclosed in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionsSEC Reports, the Company or the underwriters may round the number of shares allocated to has not granted any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterregistration rights other than as contemplated herein.

Company Registration. (ai) If at any time If, on or from time to timeafter the Commencement Date and until May 15, 2006, the Company shall determine to register Register any of its securities, equity securities either for its own account or for the account of a security holder or holdersany other Person, other than (i) a registration of securities on Form S-8 (or any successor form) Registration relating solely to employee benefit plans, or (ii) a Registration relating solely to a Commission Rule 145 transaction or on Form S-4, or a Registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of securities in a Rule 145 TransactionRegistrable Shares, the Company will: (iA) promptly give to each Holder of the Holders a written notice thereofthereof (which shall include a list of the jurisdictions, if any, in which the Company intends to attempt to qualify such securities under applicable state securities laws); and (iiB) subject to Section 10.3(b), include in such registration Registration (and any related qualification under blue sky state securities laws or other compliance), and in any underwriting involved in such registrationtherein, all the Registrable Securities Shares specified in a written request or requests received requests, made by the Holders within twenty ten (2010) business days after receipt the giving of such the written notice from the Company described in clause (i) above, except as set forth in Section 5(a)(ii) below. Such written request shall specify the amount of Registrable Shares intended to be disposed of by a Holder and may specify all or a part of the Holder's Registrable Shares. Notwithstanding the foregoing, if, at any Holder. (b) If time after giving such written notice of its intention to effect such Registration and prior to the effective date of the registration of which the Company gives notice is for a registered public offering involving an underwritingstatement filed in connection with such Registration, the Company shall so advise determine for any reason not to Register such equity securities the Company may, at its election, give written notice of such determination to the Holders as a part of and thereupon the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 Company shall be conditioned upon relieved of its obligation to Register such Holder's participation Registrable Shares in such underwriting and connection with the inclusion Registration of such Holder's Registrable Securities in the underwriting equity securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter.

Company Registration. (ai) If at any time or from time to time, the Company shall determine to register before January 2, 1999 any of its securities, equity securities either for its own account or for the account of a security holder or holdersOther Stockholders, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities relating solely to a Commission Rule 145 transaction, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Rule 145 Transactionregistration statement covering the sale of Registrable Securities, the Company will: (iA) promptly give to each Holder of the Holders a written notice thereofthereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (iiB) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests received requests, made by any Holder within twenty ten (2010) business days after receipt the giving of such the written notice from the Company described in clause (i) above, except as set forth in Section 3(a)(ii) below. Such written request shall specify the amount of Registrable Securities intended to be disposed of by a Holder and may specify all or a part of the Holders' Registrable Securities. Notwithstanding the foregoing, if, at any Holder. (b) If time after giving such written notice of its intention to effect such registration and prior to the effective date of the registration of which the Company gives notice is for a registered public offering involving an underwritingstatement filed in connection with such registration, the Company shall so advise determine for any reason not to register such equity securities the Company may, at its election, give written notice of such determination to the Holders as a part of and thereupon the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 Company shall be conditioned upon relieved of its obligation to register such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in connection with the underwriting registration of such equity securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter.

Company Registration. (ai) If at any time If, on or from time to timeafter the Commencement Date and until May 15, 2006, the Company shall determine to register Register any of its securities, equity securities either for its own account or for the account of a security holder or holdersany other Person, other than (i) a registration of securities on Form S-8 (or any successor form) Registration relating solely to employee benefit plans, or (ii) a Registration relating solely to a Commission Rule 145 transaction or on Form S-4, or a Registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of securities in a Rule 145 TransactionRegistrable Shares, the Company will: (iA) promptly give to each Holder of the Holders a written notice thereofthereof (which shall include a list of the jurisdictions, if any, in which the Company intends to attempt to qualify such securities under applicable state securities laws); and (iiB) subject to Section 10.3(b), include in such registration Registration (and any related qualification under blue sky state securities laws or other compliance), and in any underwriting involved in such registrationtherein, all the Registrable Securities Shares specified in a written request or requests received requests, made by the Holders within twenty ten (2010) business days after receipt the giving of such the written notice from the Company described in clause (I) above, except as set forth in Section 5(a)(ii) below. Such written request shall specify the amount of Registrable Shares intended to be disposed of by a Holder and may specify all or a part of the Holder's Registrable Shares. Notwithstanding the foregoing, if, at any Holder. (b) If time after giving such written notice of its intention to effect such Registration and prior to the effective date of the registration of which the Company gives notice is for a registered public offering involving an underwritingstatement filed in connection with such Registration, the Company shall so advise determine for any reason not to Register such equity securities the Company may, at its election, give written notice of such determination to the Holders as a part of and thereupon the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 Company shall be conditioned upon relieved of its obligation to Register such Holder's participation Registrable Shares in such underwriting and connection with the inclusion Registration of such Holder's Registrable Securities in the underwriting equity securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter.

Company Registration. (a) If at any time or from time to time, the Company ATI shall determine to register any of its securities, Common Stock either for its own account or for the account of a security holder or holdersholders exercising their respective demand registration rights, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities relating solely to a transaction described in a Rule 145 Transactionpromulgated under the Securities Act, the Company or a registration on any registration form that does not permit secondary sales, ATI will: (i) promptly give to each Holder USW written notice thereof; and (ii) subject use its best efforts to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in section 7.2(b) below, and in any underwriting involved in such registrationtherein, all the Registrable Securities Shares specified in a written request or requests made by USW and received by ATI within twenty seven (207) days after receipt of such the written notice from the Company ATI described in clause (i) above is mailed or delivered by any HolderATI. Such written request may specify all or a part of USW's Registrable Shares. (b) If the registration of which the Company ATI gives notice is for a registered public offering involving an underwriting, the Company ATI shall so advise the Holders USW as a part of the written notice given pursuant to Section 10.3(a)(i7.2(a)(i). In such event, the right of any Holder USW to registration pursuant to this Section 10.3 7.2 shall be conditioned upon such HolderUSW's participation in such underwriting and the inclusion of such HolderUSW's Registrable Securities Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting USW shall (together with the Company ATI and the other holders of securities of ATI with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company (or by the holders who have demanded such registration)ATI. Notwithstanding any other provision of this Section 10.37.2, if the managing underwriter determines representative of the underwriters advises ATI in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter representative may (subject to the limitations set forth below) exclude all Registrable Shares from, or limit or eliminate entirely the number of Registrable Shares to be included in, the registration and underwriting. ATI shall so advise USW, and the number of shares of Common Stock that are entitled to be included in the registration and underwriting shall be allocated first to ATI for securities being sold for its own account and thereafter as set forth in Section 7.2(c). (c) In any circumstance in which all of the Registrable Securities Shares and other shares of Common Stock with registration rights (the "Other Shares") requested to be included in a registration on behalf of USW or other selling shareholders cannot be so included as a result of limitations or the aggregate number of Registrable Shares and Other Shares that may be so included, the number of Registrable Shares and Other Shares that may be so included shall be allocated among USW and other selling shareholders requesting inclusion of shares pro rata on the basis of the number of Registrable Shares and Other Shares that are held by USW and other selling shareholders, provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Shares and Other Shares to be included in such registration. The Company shall advise all Holders who have requested that If USW or any other selling shareholder does not request inclusion of the maximum number of Registrable Securities be included in such registration of any limitations imposed Shares and Other Shares allocated to it pursuant to this Section 10.3(b). The the above-described procedure, the remaining portion of its allocation shall be reallocated among USW and other selling shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares Registrable Shares and Other Shares which are held by USW and other selling shareholders, and this procedure shall be repeated until all of the Registrable Securities that Shares and Other Shares which may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation on behalf of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company USW and the managing underwriterother selling shareholders have been so allocated.

Company Registration. (a) If at (but without any time obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or from time other securities under the Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to timethe sale of securities to participants in a compensatory Company stock plan, or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall determine to register any of its securitiesshall, either for its own account or for the account of a security holder or holdersat such time, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transaction, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) subject to Section 10.3(b), include in of such registration (and any related qualification which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under blue sky laws the applicable Blue Sky or other compliancestate securities laws), and in any underwriting involved in such registration, all . Upon the Registrable Securities specified in a written request or requests received of each Holder given within twenty (20) days after receipt mailing of such written notice from by the Company in accordance with Section 14(d), the Company shall, subject to the provisions of subsection 4(b), cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be registered. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 prior to the effectiveness of such registration whether or not any HolderHolder has elected to include securities in such registration. (b) If the registration of which the Company gives notice is for a registered public In connection with any offering involving an underwritingunderwriting of shares of the Company's capital stock, the Company shall so advise the Holders as a part not be required under Section 4(a) to include any of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation Holders' securities in such underwriting and unless they accept the inclusion terms of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as agreed upon between the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such underwriting by the Company it (or by other persons entitled to select the holders who have demanded underwriters), and then only in such registration). Notwithstanding any other provision of this Section 10.3quantity as the underwriters determine, if in their sole discretion, will not jeopardize the managing underwriter determines that marketing factors require a limitation success of the number offering by the Company. If: (a) the total amount of shares to be underwrittensecurities, the managing underwriter may limit or eliminate entirely the including Registrable Securities Securities, requested by Holders to be included in such registration. The offering exceeds (b) the amount of securities to be sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall advise all be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders who have requested that Registrable Securities according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such registration of any limitations imposed pursuant other proportions as shall mutually be agreed to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterselling stockholders).

Company Registration. (a) If at any time time, or from time to time, the Company shall determine to register any of its securities, either for its own account or for f6r the account of a security holder or holders, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or a registration on Form S-4 relating solely to an SEC Rule 145 transaction, or a registration on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, (ii) a registration pursuant to Sections 3.1 or 3.2 hereof, or (iii) the Initial Public Offering (provided that at least ninety percent (90%) of the securities sold therein are sold for the account of the Company and that any selling shareholders acquired their shares in a Rule 145 Transactiontheir capacity as employees of the Company or its Affiliates), the Company will: (i) promptly give to each Holder written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance)registration, and in any underwriting involved in such registrationtherein, all the Registrable Securities securities specified in a any written request or requests by any Holder or Holders received by the Company within twenty thirty (2030) days after receipt of such written notice from is given on the Company by any Holdersame terms and conditions as the Common Stock, if any, otherwise being sold through the underwriter in such registration. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to clause (i) of Section 10.3(a)(i3.3(a). In such event, event the right of any Holder to registration pursuant to this Section 10.3 3.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All The Company and all Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in in-customary form with the managing underwriter or underwriters selected for such underwriting by the Company Company. (or by the holders who have demanded such registration). c) Notwithstanding any other provision of this Section 10.33.3, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, and gives written notice thereof to the managing Company or the Holders, the underwriter may limit or eliminate entirely the amount of Registrable Securities to be included in such registrationthe registration and underwriting. The Company shall so advise all Holders who have requested that of Registrable Securities which would otherwise be included in such registration of any limitations imposed registered and underwritten pursuant to this Section 10.3(b). The hereto, and the number of shares of Registrable Securities that may be included in such the registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined allocated among all of the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held requested to be registered by all Holders who have requested that Registrable Securities be included such Holder.- 'or in such ot4ier manner as the Holders requesting registration at the time of filing the registration statement. To facilitate the allocation of shares may eject in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by a written notice to the Company and signed by all such Holders). No Registrable Securities excluded from the managing underwriting by reason of the underwriter's marketing limitation shall be included in such registration.

Company Registration. (a) If at any time or from time to time, the Company shall determine to register any shares of its securities, either for its own account or Common Stock for the account of a security holder or holders, holders or otherwise (other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration relating solely to a merger, exchange offer or a transaction of securities the type specified in a Rule 145 Transaction145(a) under the Securities Act), the Company will: (i) will promptly give deliver to each Holder of the Holders a written notice thereof; and (ii) subject thereof of such proposed transaction at least 20 Business Days prior to Section 10.3(b), the filing of a Registration Statement and include in such registration (and any related qualification under blue sky laws or other compliance)registration, and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests received made by Holders within twenty (20) days ten Business Days after receipt of such the written notice from the Company by any Holderdescribed above. Each Holder shall be entitled to have its shares included in an unlimited number of registrations pursuant to Section 9.2. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i9.2(a). In such event, the right of any each Holder to registration pursuant to this Section 10.3 9.2(a) shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's the Registrable Securities in the underwriting to the extent provided herein. All If the Holders proposing shall have elected to distribute exercise their securities through such underwriting rights under Section 9.2(a), they shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company (or by the holders who have demanded such registration)Company. Notwithstanding any other provision of this Section 10.39.2, if the managing underwriter representative determines and so advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall so advise all Holders who have requested that Registrable Securities be included in the Holders. In such registration of any limitations imposed pursuant to this Section 10.3(b). The an event, the number of shares of Registrable Securities that may be included in such the registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration by the Holders shall be determined in proportionreduced, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round on a pro rata basis (based on the number of shares allocated of Common Stock held by each such Holder (counting shares of Series A Preferred Stock and Series B Preferred Stock on an as-converted-to-common basis) and each other Person (other than the Company) registering shares under such registration), by such minimum number of shares as is necessary to any Holder to the nearest 100 sharescomply with such limitation. If any a Holder disapproves of the terms of any such underwriting, he or she it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Company Registration. (a) If at any time or from time to time, the Company shall determine determines to register any of its securities, either prepare and file with the Securities and Exchange Commission a registration statement relating to an offering for its own account or for the account of a security holder or holdersothers under the Securities Act of 1933 (the “Act”) of any of its equity securities, other than pursuant to (i) a registration of securities statement on Form Forms S-4 or S-8 (each as promulgated under the Securities Act) or any successor form) relating solely to employee benefit plansor substantially similar forms, or (ii) a registration on any form that does not permit secondary sales, or (iii) a registration statement relating to secondary sales of any securities purchased from the Company for cash in a Rule 145 Transactionwhich the registration rights agreement entered into by the Company in connection therewith prohibits the inclusion of the Shares in such registration statement, the Company will: (i) i. promptly give to each Holder written notice thereofthereof in accordance with Section 7(b); and (ii) subject . use its reasonable best efforts to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), ) and in any underwriting involved in such registrationtherein, all of the Registrable Securities Shares specified in a written request or requests requests, made by any Holder and received by the Company within twenty ten (2010) days after receipt of such the written notice from the Company described in clause (i) above is mailed or delivered by any the Company in accordance with Section 7(b). Such written request may specify all or a part of a Holder’s Shares be included in the registration described in the notice. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i6(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 6 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's Registrable Securities ’s Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Shares through such underwriting shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with requested by the managing representative of the underwriter or underwriters selected for by the Company, including any lock-up provisions contained therein. If any Holder does not agree to the terms of any such underwriting, such Holder shall be excluded therefrom by written notice from the Company or the underwriter. Any Shares excluded or withdrawn from such underwriting by shall be withdrawn from such registration. (c) If the registration of which the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.3, gives notice is for a registered public offering and if the managing underwriter determines representative of the underwriters advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities Shares to be included in such registration shall be reduced by the amount determined by such underwriter representative. The number of shares of securities that are entitled to be included in proportionthe registration and underwriting shall be allocated first to the Company for securities being sold on its own account and as required by any other registration rights agreement entered into prior to the date hereof; second, to the extent available, the Shares that the Holder has requested to be included therein as nearly as possible pro rata among the Holders based on the number of Shares the Holders have requested to be included therein, and third, to the extent available, among any other selling security holders, as nearly as practicable, possible pro rata based on the number of securities such selling security holders have requested to be included therein. (d) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6 prior to the respective amounts effectiveness of Registrable Securities held by all Holders who have requested that Registrable Securities be included such registration whether or not any Holder has elected to include Shares in such registration at registration. (e) Notwithstanding anything to the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionscontrary contained herein, the Company or the underwriters may round the number of shares allocated shall have no obligation to register any Holder Shares pursuant to this Section 6 to the nearest 100 shares. If any Holder disapproves extent that (i) the sale of the terms of any such underwriting, he or she may elect securities is deemed to withdraw therefrom be a primary underwritten offering by written notice to the Company and (ii) such Shares are eligible to be sold without volume limitations pursuant to Rule 144(k) (or any similar provision then in force) under the managing underwriterAct.

Company Registration. (a) If at any time or from time to time, the Company shall determine proposes to register any of its securities, securities either for its own account or for the account of a security holder or holdersholders exercising their respective demand registration rights, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in relating to a corporate reorganization or other transaction under Rule 145 Transaction145, or a registration on any registration form that does not permit secondary sales, the Company will: will (i) promptly give to the Purchaser and to each Holder written notice thereof; and , and (ii) subject use its best efforts to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 8.3(b) below, and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests requests, made by the Purchaser and any Holder and received by the Company within twenty fifteen (2015) days after receipt of such the written notice from the Company described in clause (i) above is delivered by any Holderthe Company. (b) If the registration of as to which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Purchaser and the Holders as a part of the written notice given pursuant to Section 10.3(a)(i8.3(a). In such event, the right of the Purchaser and any Holder to registration pursuant to this Section 10.3 8.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such the Purchaser's and the Holder's Registrable Securities in the underwriting to the extent provided herein. All The Purchaser and all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company (or by the holders who have demanded such registration)Company. Notwithstanding any other provision of this Section 10.38.3, if the managing underwriter determines underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter.be

Company Registration. (a) If at any time or from time to time, the Company shall determine to register any of its securities, securities either for its own account or for the account of a any security holder or holders, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration relating solely to a transaction pursuant to Rule 145 of securities the Commission (or substantially similar successor rule) or a registration on any registration form which does not permit secondary sales or does not include substantially the same information regarding the Company as would be required to be included in a Rule 145 Transactionregistration statement covering the sale of Restricted Stock, the Company will: (i) promptly give to each Holder of Restricted Stock written notice thereofthereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable Blue Sky or other state securities laws, and the name of the managing underwriter or underwriters, if any, of the offering); and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registration, all the Registrable Securities Restricted Stock of the same class or classes of securities to be registered by the Company, as specified in a written request or requests received given by any Holder within twenty (20) 15 days after receipt of such written notice from the Company by any Holderdescribed in clause (i) above is given, except as set forth in Section 8.5(b) below. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the The right of any Holder to include Restricted Stock in a registration pursuant to this Section 10.3 8.5 involving an underwritten public offering shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities Restricted Stock in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 10.38.5, if the managing underwriter determines or underwriters determine that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in and if such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter.is

Company Registration. (a) If Subject to Section 5.2(e) below, if at any time or from time to time, times after the date hereof the Company shall determine to register any of its securities, equity securities either for its own account or for the account of a security holder or holders, other than (i) a holders exercising their respective demand registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transactionrights, the Company will: (i) promptly Promptly give to each Holder written notice thereof; and (ii) subject Use its best efforts to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 5.2(c) below, and in any underwriting involved in such registrationtherein, all the Registrable Securities specified in a written request or requests requests, made by any Holder and received by the Company within twenty (20) days after receipt of such the written notice from the Company described in (i) above is mailed or delivered by any the Company. Such written request may specify all or a part of a Holder's Registrable Securities. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i)5.2(a)(i) above. In such event, the right of any Holder to registration pursuant to this Section 10.3 5.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company Company. (or by the holders who have demanded such registration). c) Notwithstanding any other provision of this Section 10.35.2, if the managing underwriter determines representative of the underwriters in good faith advises the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit number of shares to be included in the underwriting or eliminate entirely registration shall be allocated as set forth in Section 5.13. If any person does not agree to the terms of any such underwriting, he, she or it shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (d) If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration was previously reduced as a result of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionsmarketing factors, the Company or shall then offer to all persons who have retained the underwriters may round right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in accordance with Section 5.12 hereof. (e) This Section 5.2 shall not apply to a registration on any Holder registration form that does not permit secondary sales or to registrations relating solely to (i) employee benefit plans, (ii) transactions pursuant to Rule 145 or any other similar rule promulgated under the nearest 100 shares. If any Holder disapproves Securities Act or (iii) securities issued in connection with mergers with or acquisitions of other corporations by the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterCompany.

Company Registration. 3.1 If (abut without any obligation to do so) If at the Company proposes, commencing nine months after the Closing, to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any time of its stock or from time other securities under the Act in connection with the public offering of such securities (other than a registration relating solely to timethe sale of securities to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act), the Company shall determine to register any of its securitiesshall, either for its own account or for the account of a security holder or holdersat such time, other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transaction, the Company will: (i) promptly give to each Holder who holds Registerable Securities a written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in of such registration, all . Upon the Registrable Securities specified in a written request or requests received of each Holder given within twenty (20) days after receipt mailing of such written notice from by the Company, the Company by any Holdershall, subject to the provisions of Section 5, use best efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be registered. (b) If 3.2 The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of which such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company gives notice is for a registered public Company. 3.3 In connection with any offering involving an underwritingunderwriting of shares of the Company's capital stock, the Company shall so advise not be required under this Section 3 to include any of the securities of the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and unless they accept the inclusion terms of such Holder's Registrable Securities the underwriting, in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with customary form, as agreed upon between the Company and the underwriters selected by it (or by other holders distributing their securities through such underwritingpersons entitled to select the underwriters) and enter into an underwriting agreement in customary form with the managing an underwriter or underwriters selected for such underwriting by the Company (or and approved by holders of at least a majority of the Registrable Securities, which approval shall not be unreasonably withheld, and then only in such quantity as the underwriters determine in their sole discretion will not materially and adversely jeopardize the success of the offering by the holders who have demanded such registration)Company. Notwithstanding any other provision If the total amount of this Section 10.3securities, if including Registrable Securities, requested by the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities Holders to be included in such registration. The offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion could materially and adversely jeopardize the success of the offering by the Company, then the Company shall advise all be required to include in the offering only that number of securities, including Registrable Securities, that the underwriters determine in their sole discretion will not materially and adversely jeopardize the success of the offering (the securities so included to be (i) first the securities which the Company proposes to register, (ii) second, if remaining, pro rata among the Holders who have requested that exercising their piggyback registration rights pursuant to Section 3.1 above based on their holdings of the Registrable Securities. In no event shall any Registrable Securities be included in excluded from such registration offering unless all other stockholders' securities are first excluded. 3.4 For purposes of the preceding parenthetical concerning apportionment, for any limitations imposed pursuant to this Section 10.3(b). The number of shares stockholder that is a Holder of Registrable Securities that may be included in is a partnership or corporation, the Affiliates, partners, retired partners and stockholders of such registration Holder, or the estates and underwriting family members of any such Affiliates, partners and retired partners and any trusts for each Holder who has requested that Registrable Securities be included in such registration the benefit of any of the foregoing persons shall be determined in proportiondeemed to be a single "Holder", as nearly as practicableapplicable, and any pro-rata reduction with respect to such "Holder" shall be based upon the respective amounts aggregate amount of the applicable class of Registrable Securities held owned by all such related entities and individuals. 3.5 The right of the Holders who have requested that of Registrable Securities under this Section 3 may be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the used for an unlimited number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwritertimes.

Company Registration. If (abut without any obligation to do so) If at any time or from time to time, the Company shall determine proposes to register any of its securitiesstock or other securities under the Act, either whether for its own account or for the account of a security holder or holders, another stockholder (other than (i) a registration of securities on Form S-8 (or any successor form) relating solely to employee benefit plansthe sale of securities to participants in a Company stock plan for employees, consultants or (ii) directors on Form S-8, a registration of securities in relating to a corporate reorganization or other transaction under Rule 145 Transaction145, the Company will: (i) shall, at such time, promptly give to each Holder Investor written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in of such registration, all . Upon the Registrable Securities specified in a written request or requests received of an Investor given within twenty (20) days after receipt mailing of such written notice from by the Company in accordance with Section 8.6, the Company shall, subject to the provisions of this Section 6, use commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that an Investor has requested to be registered. (a) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6 prior to the effectiveness of such registration whether or not any HolderInvestor has elected to include securities in such registration. (b) If the registration of which the Company gives notice is for a registered public In connection with any offering involving an underwritingunderwriting of shares of the Company’s capital stock, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to not be required under this Section 10.3 shall be conditioned upon such Holder's participation 6 to include any Investor’s securities in such underwriting and unless they accept the inclusion terms of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as agreed upon between the Company and the other holders distributing their securities through such underwriting) underwriters selected by it and enter into an underwriting agreement in customary form with the managing an underwriter or underwriters selected for such underwriting by the Company (or Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the holders who have demanded such registration)Company. Notwithstanding any other provision If the total amount of this Section 10.3securities, if the managing underwriter determines that marketing factors require a limitation including Registrable Securities, requested by stockholders of the number of shares to be underwritten, the managing underwriter may limit or eliminate entirely the Registrable Securities Company to be included in such registration. The offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall advise all Holders who have requested be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be allocated first, to the Company, and second, pro rata among the selling stockholders of the Company according to the total amount of securities held by such selling stockholders entitled to be included therein pursuant to registration rights held by such selling stockholders or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder that is a partnership or corporation, the partners, retired partners and stockholders of such selling stockholder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. Notwithstanding any provision hereof to the contrary, as a condition to the reduction or exclusion of any such Investor securities in an offering, no securities held by or on account of any officer, director or Affiliate of the Company shall be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included offering. (c) Except as disclosed in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisionsSEC Reports, the Company or the underwriters may round the number of shares allocated to has not granted any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriterregistration rights other than as contemplated herein.

Company Registration. (a) If at At any time after the Required Effective Date that there is not in existence an effective registration statement covering all of a Holder’s Registrable Securities (a “Precluded Holder”), if the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock under the Securities Act in connection with the “public offering” (as such term is interpreted by Nasdaq under its rules and regulations) of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or from time a transaction covered by Rule 145 under the Securities Act, a registration relating to an “equity line of credit” or similar offering, a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each such Precluded Holder written notice of such registration. Upon the written request of each Precluded Holder given within fifteen (15) days after mailing of such notice by the Company in accordance with Section 2.4, the Company shall, subject to the provisions of Section 1.6, cause to be registered under the Securities Act all of the Registrable Securities that each such Precluded Holder has requested to be registered; provided, however, that in connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall determine not be required under this Section 1.4 to register include any of its securities, either for its own account or for the account of a security holder or holders, other than (i) a registration of Precluded Holders’ securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration of securities in a Rule 145 Transaction, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) subject to Section 10.3(b), include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registration, all the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt of such written notice from the Company by any Holder. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the right of any Holder to registration pursuant to this Section 10.3 shall be conditioned upon such Holder's participation in such underwriting and unless they accept the inclusion terms of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as agreed upon between the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such underwriting by the Company it (or by other persons entitled to select the holders who have demanded underwriters), and then only in such registration). Notwithstanding any other provision of this Section 10.3, if quantity as the managing underwriter determines that marketing factors require a limitation underwriters determine will not jeopardize the success of the number offering by the Company. If the total amount of shares to be underwrittensecurities, the managing underwriter may limit or eliminate entirely the including Registrable Securities Securities, requested by shareholders to be included in such registration. The offering exceeds the amount of securities (sold other than by the Company) that the underwriters determine is compatible with the success of the offering, then the Company shall advise all Holders who have requested be required to include in the offering only that number of such securities, including Registrable Securities Securities, which the underwriters determine will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such registration of any limitations imposed pursuant other proportions as shall mutually be agreed to this Section 10.3(bby such selling stockholders). The number of shares of Registrable Securities that may be included in such registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter.

Company Registration. (a) If at In addition to the registration rights set forth in Section 2 of this Agreement, if the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Investors) any time of its capital stock or from time other securities convertible into or exchangeable for Common Stock under the Securities Act in connection with an underwritten public offering of such securities solely for cash (other than registration statements on Form S-4 or S-8 or a registration statement relating to timethe sale of securities to participants in a Company stock option plan or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall determine to register any shall, at such time, promptly give each seller of its securities, either for its own account or for Restricted Stock written notice of such registration. Upon the account written request of a security holder or holders, other than (i) a registration each seller of securities on Form S-8 (or any successor form) relating solely to employee benefit plans, or (ii) a registration Restricted Stock given within 20 days after the giving of securities such notice by the Company in a Rule 145 Transactionaccordance with this Section 2A, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) shall, subject to the provisions of Section 10.3(b2A(c), include in cause to be registered under the Securities Act all of the Restricted Stock that each such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved in such registration, all the Registrable Securities specified in a written request or requests received within twenty (20) days after receipt seller of such written notice from the Company by any HolderRestricted Stock has requested to be registered. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 10.3(a)(i). In such event, the The right of any Holder seller of Restricted Stock to registration pursuant to this Section 10.3 2A shall be conditioned upon such Holderseller's participation in such underwriting and the inclusion of such Holderseller's Registrable Securities Restricted Stock in the underwriting to the extent provided herein. All Holders sellers of Restricted Stock proposing to distribute their securities through such underwriting shall (together with the Company and the other holders sellers of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company Company. (or by the holders who have demanded such registration). c) Notwithstanding any other provision of provisions to this Section 10.32A, if the managing underwriter determines representative of the underwriters advises the Company in writing that marketing factors require make a limitation of on the number of shares to be underwrittenunderwritten appropriate, the managing underwriter representative may (subject to the limitations set forth below) exclude all Restricted Stock from, or limit or eliminate entirely the Registrable Securities number of Restricted Stock to be included in, the registration and underwriting. The Company shall so advise all sellers of securities requesting registration, and the number of shares of securities that are entitled to be included in such registration. The Company shall advise all Holders who have requested that Registrable Securities be included in such registration of any limitations imposed pursuant to this Section 10.3(b). The number of shares of Registrable Securities that may be included in such the registration and underwriting for each Holder who has requested that Registrable Securities be included in such registration shall be determined in proportionallocated first to the Company for securities being sold for its own account, as nearly as practicablesecond, to the respective amounts sellers of Registrable Securities held by all Holders who have requested that Registrable Securities be included in such registration at Restricted Stock and third, for stockholders other than the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 sharesInvestors. If any Holder disapproves of Investor does not agree to the terms of any such underwriting, he or she may elect to withdraw it shall be excluded therefrom by written notice to from the Company and or the managing underwriter.. Any Restricted Stock or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration without prejudice to include such withdrawn shares in future underwritten registrations pursuant to this Section 2A.