Common use of Incidental Registration Rights Clause in Contracts

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year at any time on or after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b8.2(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.38.2. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 8.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If the Company, for a period of six at any time on or after the Exercise Date and on or before the seven (6) years commencing one (17) year after anniversary of the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten twenty (1020) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2, (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2 and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration, without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2. No registration effected under this Section 8.3 shall relieve the Company of its obligation to effect any registration upon request under Section 8.2, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 8.2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, Shares reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter. Such reductions shall be made as follows: (i) in the case of a registration initiated by the Company for its own account: (A) the Company shall first reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration the number of such Registrable Securities and Other Shares the registration of which shall have been requested by each holder thereof, and (B) thereafter, if additional shares must be excluded from such registration, shares to be issued by the Company shall be excluded, and (ii) in the case of a registration initiated by the Company for the account of a holder or holders of Other Shares: (A) the Company shall first reduce the number of shares to be issued by the Company, and (B) thereafter, if additional shares must be excluded from such registration, the Company shall reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration the number of such Registrable Securities and Other Shares (other than Other Shares held by the initiating holder or holders) the registration of which shall have been requested by each holder thereof, and (C) thereafter, if additional shares must be excluded from such registration, Other Shares held by the initiating holder or holders shall be excluded pro rata in accordance with the number of Other Shares the registration of which shall have been requested by such initiating holder or holders.

Incidental Registration Rights. (a) If the Company, for a period of six seven (67) years commencing one (1) year after from the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or Act, pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, Company proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to offer Covered Securities in a registered Company Offering for its own account, each such time it will promptly give written notice to the Investors of its intention so to do. Upon the written request of any Investor, received by the Company within thirty (30) days after delivery of any such notice by the Company, requesting to register any or all of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwritersRegistrable Securities, the Company will, if requested by a holder of Registrable Securities, will use its Reasonable Commercial Efforts reasonable best efforts to arrange for cause such underwriters to include all the Registrable Securities to be offered and sold by such holder among included in the securities to be distributed covered by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities Registration Statement proposed to be distributed filed in connection with the registered Company Offering to the extent required to permit the sale or other disposition by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number Investor of such Registrable Securities. If such registered Company Offering involves an underwriting, the Company shall so advise the Investors as a part of the written notice given pursuant to this Section 3.4. In such event, the right of any Investor to registration pursuant to this Section 3.4 shall be conditioned upon such Investor’s participation in such underwriting to the extent provided herein. If any Investor proposes to distribute any or all of its Registrable Securities through such underwritten Company Offering, it shall (together with the Company and any other Investors so participating) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 3.4, if there is an Underwriter Cutback, such Other Shares limitation will be imposed first pro rata with respect to all securities whose holders have a contractual, incidental right to include such securities in the Registration Statement (including, without limitation, any Investors) and shares held by as to which inclusion has been requested pursuant to such right. The Company shall be obligated to include in such Registration Statement only such limited portion of Registrable Securities with respect to which any Investor has requested inclusion hereunder. Notwithstanding the foregoing provisions, the Company proposed so may withdraw any Registration Statement referred to be registered which in this Section 3.4 without thereby incurring any liability to any Investor. If any Investor disapproves of the terms of any such underwriting, it may be distributed without such effect), then the Company may, upon elect to withdraw therefrom by written notice to the Company and the underwriter or in such holderother manner as may be required by any underwriting agreement to which the Investor becomes a party in connection with such underwriting. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration and the Company Offering, and the other holders Registration Statement applicable to such registration shall not be available for use by such Investor in respect of such withdrawn Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If the Company, for a period at any time on or after the Base Date through the fifth anniversary of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b8.2(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.38.2. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 8.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. 3.1 Right To Include (a"Piggy-Back") If Registrable Securities. Provided that the CompanyRegistrable Securities have not been registered, for a period of six (6) years commencing one (1) year if at any time after the Base Datedate hereof but before the second anniversary of the date hereof, the Company proposes to register any of its securities under the Securities 1933 Act (other than by a registration in connection with an acquisition in a transaction contemplated by Rule 145(a) promulgated under manner which would not permit registration of Registrable Securities for sale to the Securities Act or pursuant to registration public, on Form S-4 or S-8 S-8, or any successor forms) whether for its own account form thereto, on Form S-4, or for the account of any holder or holders of its shares successor form thereto and other than Registrable Securities pursuant to Section 2), on an underwritten basis (any shares of such holder either best-efforts or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asfirm-commitment), “Other Shares”)then, the Company shall at will each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the all holders of Registrable Securities of its intention to do soso and of such holders of Registrable Securities' rights under this Section 3.1. The Upon the written request of any such holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bholders of Registrable Securities and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its Reasonable Commercial Efforts commercially reasonable best efforts to effect the registration under the Securities 1933 Act of all of the Registrable Securities which the Company has been so requested to register by such holderSecurities, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided that if, at any time after written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holders of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.1 shall relieve the Company of its obligation to effect any registration upon request under Section 2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.3. (b) If 3.1. The right provided the Company at any time proposes to register any Holders of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities pursuant to this Section shall be offered exercisable at their sole discretion and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion will in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account no way limit any of the Company, shall be equal 's obligations to pay the number of shares stated in such managing underwriter’s letterSecurities according to their terms.

Incidental Registration Rights. (a) If at any time on or before one hundred twenty (120) days of the Companydate hereof, for a period of six (6) years commencing one (1) year after the Base Date, Company proposes to register any of its securities Common Stock under the Securities Act (other than in connection with a transaction contemplated public offering of such securities solely for cash by Rule 145(a) promulgated under the Securities Act or pursuant to registration on any form other than Form S-4 or S-8 or any successor forms) form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of such securities, whether or not for sale for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”)account, the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders all registered Holders of Registrable Securities of its intention to do soso and of such Holders' rights under this Section 7. The holders Upon the written request of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice any such Holder (a "Requesting Holder") made as promptly as practicable and in any event within ten (10) 10 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bRequesting Holder and the intended method of disposition), the Company will shall use its Reasonable Commercial Efforts reasonable best efforts to effect the registration under the Securities Act of all of the Registrable Securities which that the Company has been so requested to register by such holder, the Requesting Holders thereof to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in accordance with the intended methods thereof described as aforesaid; provided, however, that prior to the effective date of the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; provided further, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each registration Requesting Holder of Registrable Securities pursuant and (i) in the case of a determination not to this Section 8.3register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the registration expenses in connection therewith), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such any underwritten offering under this Section 7 shall inform the Company by letter of that, in its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holderopinion, the other holders number or type of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired Securities requested to be included in such registration statement and/or distribution (if would adversely affect such offering, and the Company has so advised the Requesting Holders in writing, then the Company will include in such registration, to the extent stated of the number and type that the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by such managing underwriter the Company to be necessary to eliminate such effect) the number of sold for its own account, second, such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for pursuant to this Agreement, pro rata among such Requesting Holders on the account basis of the Companyestimated proceeds from the sale thereof and, shall third, all other securities proposed to be equal to the number of shares stated in such managing underwriter’s letterregistered.

Incidental Registration Rights. (a) If at any time after June 12, 2002, the Company, for a period of six (6) years commencing one (1) year after the Base Date, Company proposes to register any of its securities Common Stock under the Securities Act (other than in connection with a transaction contemplated public offering of such securities solely for cash by Rule 145(a) promulgated under the Securities Act or pursuant to registration on any form other than Form S-4 or S-8 or any successor forms) form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of such securities, whether or not for sale for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”)account, the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders all registered Holders of Registrable Securities of its intention to do soso and of such Holders' rights under this Section 7. The holders Upon the written request of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice any such Holder (a "Requesting Holder") made as promptly as practicable and in any event within ten (10) 10 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bRequesting Holder and the intended method of disposition), the Company will shall use its Reasonable Commercial Efforts reasonable best efforts to effect the registration under the Securities Act of all of the Registrable Securities which that the Company has been so requested to register by such holder, the Requesting Holders thereof to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in accordance with the intended methods thereof described as aforesaid; provided, however, that prior to the effective date of the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; provided further, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each registration Requesting Holder of Registrable Securities pursuant and (i) in the case of a determination not to this Section 8.3register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the registration expenses in connection therewith), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such any underwritten offering under this Section 7 shall inform the Company by letter of that, in its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holderopinion, the other holders number or type of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired Securities requested to be included in such registration statement and/or distribution (if would adversely affect such offering, and the Company has so advised the Requesting Holders in writing, then the Company will include in such registration, to the extent stated of the number and type that the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by such managing underwriter the Company to be necessary to eliminate such effect) the number of sold for its own account, second, such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for pursuant to this Agreement, pro rata among such Requesting Holders on the account basis of the Companyestimated proceeds from the sale thereof and, shall third, all other securities proposed to be equal to the number of shares stated in such managing underwriter’s letterregistered.

Incidental Registration Rights. 3.1. Right To Include (a"Piggy-Back") If Registrable Securities. Provided that the CompanyRegistrable Securities have not been registered, for a period of six (6) years commencing one (1) year if at any time after the Base Datedate hereof but before the second anniversary of the date hereof, the Company proposes to register any of its securities under the Securities 1933 Act (other than by a registration in connection with an acquisition in a transaction contemplated by Rule 145(a) promulgated under manner which would not permit registration of Registrable Securities for sale to the Securities Act or pursuant to registration public, on Form S-4 or S-8 S-8, or any successor forms) whether for its own account form thereto, on Form S-4, or for the account of any holder or holders of its shares successor form thereto and other than Registrable Securities pursuant to Section 2), on an underwritten basis (any shares of such holder either best-efforts or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asfirm-commitment), “Other Shares”)then, the Company shall at will each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the all holders of Registrable Securities of its intention to do soso and of such holders of Registrable Securities' rights under this Section 3.1. The Upon the written request of any such holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bholders of Registrable Securities and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its Reasonable Commercial Efforts commercially reasonable best efforts to effect the registration under the Securities 1933 Act of all of the Registrable Securities which the Company has been so requested to register by such holderSecurities, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided that if, at any time after written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holders of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.1 shall relieve the Company of its obligation to effect any registration upon request under Section 2 except to the extent that any Registrable Securities are registered pursuant to such registration statement. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.33.1. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If during the Company, for a period of six seven (67) years commencing one (1) year after the Base Date, the Company proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year 180 days after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If the Company, for a period of six four (64) years commencing one hundred and eighty (1180) year days after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter in writing of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to writing shall state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution(if any), together with in excess of the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letterwritten communication.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, Company proposes to register any of its securities Equity Securities under the Securities Act for its own account (other than (i) pursuant to Section 3.1 hereof, (ii) securities to be issued pursuant to a stock option or other employee benefit or similar plan, and (iii) securities proposed to be issued in exchange for securities or assets of, or in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act merger or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asconsolidation with, “Other Shares”another corporation), the Company shall at each such time shall, as promptly as practicable, give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders Registering Stockholders of Registrable Securities of its the Company's intention to do soeffect such registration. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice If, within ten (10) 15 days after the receipt of any such notice (which notice, a Registering Stockholder submits a written request shall specify to the Registrable Company specifying the amount of Equity Securities intended that it proposes to be disposed sell or otherwise dispose of by such holder). Except as set forth in accordance with this Section 8.3(b)3.2, the Company will shall use its Reasonable Commercial Efforts best efforts to effect include the securities specified in the Registering Stockholder's request in such registration. If the offering pursuant to such registration under statement is to be made by or through underwriters, the Securities Act of all of the Registrable Securities which managing underwriters shall be chosen by the Company has been so requested to register by such holder, and shall be reasonably satisfactory to the extent required to permit Registering Stockholders and the disposition of Company, and the Registrable Securities so to be registered, by Registering Stockholders and such underwriter shall execute an underwriting agreement in customary form. If the managing underwriter reasonably determines in good faith and advises the Registering Stockholders in writing that the inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Equity Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters included would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect)registered, then the Company may, and the Registering Stockholders shall negotiate in good faith to agree upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata an equitable adjustment in accordance with the number or amount of shares securities of Common Stock desired each to be included in such registration statement and/or distribution underwriting (if provided that in the event that the Company and the Registering Stockholders are unable to the extent stated by such managing underwriter to be necessary to eliminate such effect) agree upon an equitable adjustment in the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number or amount of securities of each to be included in such registration and/or distribution for the account of the Companyunderwriting, shall be equal to then the number of shares stated securities which the Company and the Registering Stockholders propose to register shall be reduced pro rata (based upon the respective market values of each party's respective share of the total number of securities proposed to be registered). No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1. If the Registering Stockholders are permitted to participate in a proposed offering pursuant to this Section 3.2, the Company thereafter may determine either not to file a registration statement relating thereto, or to withdraw such managing underwriter’s letterregistration statement, or otherwise not to consummate such offering, without any liability hereunder. Any underwriters participating in a distribution of the Subject Securities pursuant to Sections 3.1 and 3.2 hereof shall use all reasonable efforts to effect as wide a distribution as is reasonably practicable, and in no event shall any sale of Subject Securities be made knowingly to any person (including its Affiliates and any group in which that person or its Affiliates shall be a member, or the Registering Stockholders or the underwriters know of the existence of such a group or Affiliate) that, immediately prior to giving effect to any such sale, beneficially owned Equity Securities representing five percent (5%) or more of the Total Voting Power. The Registering Stockholders and the Company shall use all reasonable efforts to secure the agreement of the underwriters, in connection with any underwritten offering of its Equity Securities, to comply with the foregoing.

Incidental Registration Rights. 3.1 RIGHT TO INCLUDE (a"PIGGY-BACK") If REGISTRABLE SECURITIES. Provided that the CompanyRegistrable Securities have not been registered, for a period of six (6) years commencing one (1) year if at any time after the Base Datedate hereof but before the second anniversary of the date hereof, the Company proposes to register any of its securities under the Securities 1933 Act (other than by a registration in connection with an acquisition in a transaction contemplated by Rule 145(a) promulgated under manner which would not permit registration of Registrable Securities for sale to the Securities Act or pursuant to registration public, on Form S-4 or S-8 S-8, or any successor forms) whether for its own account form thereto, on Form S-4, or for the account of any holder or holders of its shares successor form thereto and other than Registrable Securities pursuant to Section 2), on an underwritten basis (any shares of such holder either best-efforts or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asfirm-commitment), “Other Shares”)then, the Company shall at will each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the all holders of Registrable Securities of its intention to do soso and of such holders of Registrable Securities' rights under this Section 3.1. The Upon the written request of any such holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bholders of Registrable Securities and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its Reasonable Commercial Efforts commercially reasonable best efforts to effect the registration under the Securities 1933 Act of all of the Registrable Securities which the Company has been so requested to register by such holderSecurities, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided that if, at any time after written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holders of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.1 shall relieve the Company of its obligation to effect any registration upon request under Section 2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.3. (b) If 3.1. The right provided the Company at any time proposes to register any Holders of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities pursuant to this Section shall be offered exercisable at their sole discretion and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion will in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account no way limit any of the Company, shall be equal 's obligations to pay the number of shares stated in such managing underwriter’s letterSecurities according to their terms.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, Company proposes to register any of its securities the Preferred Shares or Common Stock for sale under the Securities Act (other than (i) pursuant to Section 5.1 hereof, (ii) securities to be issued pursuant to a stock option or other employee benefit or similar plan, or (iii) securities proposed to be issued in exchange for securities or assets of, or in connection with a transaction contemplated by Rule 145(amerger or consolidation with, another corporation) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company shall, as promptly as practicable and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not in no event less than thirty (30) days prior to the anticipated effectiveness thereof) date such registration statement is filed with the Commission, give written notice to Shareholder of the holders of Registrable Securities of its Company's intention to do soeffect such registration. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice If, within ten fifteen (1015) days after the receipt of any such notice (which notice, Shareholder submits a written request shall specify to the Registrable Securities intended Company specifying the amount of Subject Stock that it proposes to be disposed sell or otherwise dispose of by such holder). Except as set forth in accordance with this Section 8.3(b)5.2, the Company will shall use its Reasonable Commercial Efforts reasonable efforts to effect include the shares specified in Shareholder's request in such registration. If the offering pursuant to such registration under statement is to be made by or through underwriters, the Securities Act of all of the Registrable Securities which managing underwriters shall be chosen by the Company has been so requested to register by in its sole discretion, and the Company, Shareholder and such holder, to underwriter shall execute an underwriting agreement in customary form. If the extent required to permit managing underwriter determines in good faith and advises Shareholder that the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities Subject Stock proposed to be distributed by such underwriters included would interfere with the successful marketing of the all securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect)registered, then the Company may, upon written notice Shareholder shall agree to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata downward adjustment in accordance with the number of shares of Common Subject Stock desired to be included in such registration statement and/or distribution underwriting sufficient to alleviate fully such marketing concern (provided that if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution are being offered for the account of Persons other than the CompanyCompany (other than pursuant to demand registration rights), then the proportion by which the amount of securities intended to be offered for the account of Shareholder is reduced shall not exceed the proportion by which the amount of such securities intended to be equal offered for the account of such other Person is reduced). If Shareholder has been permitted to participate in a proposed offering pursuant to this Section 5.2, the number Company thereafter may determine either not to file a registration statement relating thereto, or to withdraw such registration statement, or otherwise not to consummate such offering, without any liability hereunder. In connection with any offering of shares stated of Subject Stock registered pursuant to Section 5.1 or 5.2 hereof, Shareholder shall comply with all other terms of this Agreement (including Section 4.1(b), and in such managing underwriter’s letterconnection with Section 4.1(b), Shareholder shall use all reasonable efforts to secure the agreement of the underwriters, in connection with any underwritten offering of its Subject Stock, to comply therewith).

Incidental Registration Rights. (ai) If In addition to the registration rights provided for by Section 9(a) above, if the Company, for a period of six (6) years commencing one (1) year at any time after the Base Closing Date, proposes to register any of its securities Common Stock under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) registration on Form S-8 or S-4 or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Purchased Securities for sale to the public under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asAct, “Other Shares”), the Company shall at it will each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities Purchaser of its intention to do soso and of the Purchaser's rights under this Section 9(b). The holders In such event, upon the written request of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice Purchaser made within ten fifteen (1015) days after the receipt of any such notice (which request shall specify the Registrable Purchased Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bthe Purchaser), the Company will use its Reasonable Commercial Efforts best efforts to effect the registration under the Securities Act of all of the Registrable Purchased Securities which the Company has been so requested to register by such holderthe Purchaser; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the extent required to permit the disposition effective date of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses filed in connection with each such registration, the Company shall determine for any reason not to proceed with the proposed registration of Registrable the securities to be sold by it, the Company may, at its election, give written notice of such determination to the Purchaser and, thereupon, shall be relieved of its obligation to register any Purchased Securities in connection with such registration (but not from its obligation to pay all of the expenses of such registration in connection therewith), and (ii) if such registration involves an underwritten offering, all holders of Purchased Securities requesting to be included in the Company's registration must sell their Purchased Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 8.3. (b9(b) If the Company at involves an underwritten public offering, any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Purchased Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired requesting to be included in such registration statement and/or distribution (if and may elect, in writing prior to the extent stated by effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. (ii) If a registration pursuant to this Section 9(b) involves an underwritten offering and the managing underwriter to be necessary to eliminate such effect) advises the number of such Registrable Securities and Other Shares Company in writing that, in its good faith opinion, the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number amount of securities requested to be included in such registration and/or distribution exceeds the amount which can be reasonably sold in such offering, so as to be likely to have a material adverse effect on such offering as contemplated by the Company (including the price at which the Company proposes to sell such securities), then the Company will include in such registration first, all securities proposed by the Company to be sold for the account Company's own account, second, all securities proposed by holders who made a demand on the Company to register such securities which, in the good faith opinion of such managing underwriter, can be sold without causing a material adverse effect on the offering, with such amount of Securities to be allocated pro rata among all requesting holders of such shares on the basis of the Companyrelative aggregate number of securities then owned by the requesting holders, shall and third, the amount of Other Securities held by all other security holders which, in the good faith opinion of such managing underwriter, can be equal sold without causing a material adverse effect on the offering, with such amount of Other Securities to be allocated pro rata among such other holders on the basis of the relative number of shares stated in of Other Securities owned by such managing underwriter’s letterother holders, including the Purchaser.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, Company at any time proposes to register any of its equity securities (as defined in the Exchange Act) under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to a registration statement on Form Forms S-4 or S-8 S-8, or any successor forms) ), whether or not for sale for its own account or account, and the registration form to be used may be used for the account registration of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company it shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders Holder and any holder of Registrable Securities prompt written notice of its intention to do so. The holders intentions and, upon the written request of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice any such holder made within ten twenty (1020) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bholder and the intended method of disposition thereof), the Company will shall use its Reasonable Commercial Efforts best efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holderthe holders thereof, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion provided that: (i) if, at any time after giving written notice of its intention to register any securities and, prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection therewith); and (ii) if such registration shall be in connection with each registration an underwritten public offering and the managing underwriters shall advise the Company in writing that in their opinion the number of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) exceeds the number of such securities which can be sold in such offering, the Company shall include in such registration the number (if any) of Registrable Securities so requested to be included which in the opinion of such underwriters can be sold and Other Shares shall not include in such registration any securities (other than securities being sold by the registration and/or distribution of Company, which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so priority in being included in such registration and/or distribution, together with the number of securities registration) so requested to be included other than Registrable Securities unless all Registrable Securities requested to be so included are included therein (and if in the opinion of such registration and/or distribution for the account underwriters, some but not all of the CompanyRegistrable Securities may be so included, all holders of Registrable Securities requested to be included therein shall be equal to share pro rata in the number of shares stated of Registrable Securities included in such managing underwriter’s letterunderwritten public offering on the basis of the number of Registrable Securities requested to be included therein), except that, in the case of a registration initially requested or demanded by a holder or holders of securities other than Registrable Securities, the holders of the Registrable Securities requested to be included therein and the holders of such other securities shall share pro rata (based on the number of shares if the requested or demanded registration is to cover only Common Stock and, if not, based on the proposed offering price of the total number of securities included in such underwritten public offering requested to be included therein); and the Company shall so provide in any registration agreement hereinafter entered into with respect to any of its securities.

Incidental Registration Rights. (a) If the Company, Company at any time proposes for a period of six (6) years commencing one (1) year after the Base Date, proposes any reason to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act its Initial Public Offering or pursuant to a registration statement on Form S-4 Forms X-0, X-0 or S-8 similar or any successor forms) whether or another form which is not available for its own account or for the account of any holder or holders of its shares other than registering Registrable Securities (any shares of such holder or holders (but not those of for sale to the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”public), the Company it shall at each such time promptly give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders all Holders of Registrable Securities of its intention so to do so. The holders of Registrable Securities shall exercise do, and, upon the “piggy-back” rights provided herein by giving written notice request, given within ten (10) 10 days after the receipt of any such notice (notice, of such Holder to register any Registrable Securities, which request shall specify the number of Registrable Securities intended to be sold or disposed of by such holder). Except as set forth in Section 8.3(b)Holders and shall state the intended method of disposition of such Registrable Securities by such Holders, the Company will shall use its Reasonable Commercial Efforts best efforts to effect the registration cause all such Registrable Securities to be registered under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent as required to permit the sale or other disposition of (in accordance with the intended methods thereof, as aforesaid) by such Holders. Notwithstanding the foregoing, the Company shall have the right to withdraw such registration statement, if so required by prudent business judgment, provided it shall reimburse the persons who indicated their intention to include Registrable Securities so to be registeredtherein for the out-of-pocket expenses reasonably incurred by such persons in connection therewith. "Registrable Securities", by inclusion for purposes of this Section 6(c), means (i) the Shares and (ii) any shares of Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, any of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3Shares. (b) If In the event that the proposed registration by the Company at is, in whole or in part, an underwritten public offering of securities of the Company (other than the Initial Public Offering as to which the Holder shall have no registration rights under this Section 6(c)), any time proposes request pursuant to this Section 6 to register any of its securities under may specify that the Registrable Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, included in the Company willunderwriting (i) on the same terms and conditions as the shares of Common Stock, if requested by a holder any, otherwise being sold through underwriters under such registration or (ii) on terms and conditions comparable to those normally applicable to offerings of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Securities to be offered and are being sold by through underwriters under such holder among the securities to be distributed by such underwritersregistration; provided, provided however, that if the managing underwriter of such underwritten offering shall inform determines and advises in writing that the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities Registrable Securities proposed to be distributed included in the underwritten public offering and other issued and outstanding shares of Common Stock proposed to be included therein by such underwriters persons other than holders of Registrable Securities (the "Other Shares") would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect)securities, then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares shall be reduced pro rata among the registration and/or distribution holders of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionShares, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letteras necessary.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year At any time after the Base first anniversary of the Closing Date and until the fifth anniversary of the Closing Date, whenever the Company proposes to register file a Registration Statement at any time and from time to time relating to an offering in which the Company proposes to sell shares of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether Common Stock for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asaccount, “Other Shares”)it will, the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) such filing, give at least 20 days' written notice to the holders of Registrable Securities all Rightsholders of its intention to do so. The holders so (subject to the limitations set forth in paragraph (c) below) and, upon the written request of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice a Rightsholder or Rightsholders given within ten (10) 20 days after the receipt of any Company provides such notice (which request shall specify state the intended method of disposition of such Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bShares), the Company will shall use its Reasonable Commercial Efforts best efforts to effect the registration under the Securities Act of cause all of the Registrable Securities Shares which the Company has been so requested by such Rightsholder or Rightsholders to register by such holder, to be registered under the Securities Act to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the Registrable Securities so to be registered, by inclusion request of such Registrable Securities in the registration statement which covers the securities which Rightsholder or Rightsholders; provided, that the Company proposes shall have the right to register. The Company will pay all Registration Expenses in connection with each postpone or withdraw any registration of Registrable Securities effected pursuant to this Section 8.33 without obligation to any Rightsholder. (b) If the Company at In connection with any time proposes to register any of its securities offering under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters3 involving an underwriting, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters shall not be required to include all any Registrable Shares in such underwriting unless the Registrable Securities to be offered holders thereof accept the terms of the underwriting as agreed upon between the Company and sold by the underwriter(s) of such holder among offering. If in the securities to be distributed by such underwriters, provided that if opinion of the managing underwriter underwriter(s) of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number part of such securities proposed the shares of Common Stock (the "Incidental Shares") which the Rightsholders have requested to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter included pursuant to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered this Section 3 and/or which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired or other securities of the Company entitled to include shares of Common Stock in such registration have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of such shares, if any, which the managing underwriter(s) believe(s) may be sold without causing such adverse effect. If the number of Registrable Shares to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter underwriting in accordance with the foregoing is less than the total number of shares which the Rightsholders have requested to be necessary to eliminate such effectincluded, then (i) the number Company shall be entitled to include all shares that it desires to be registered and (ii) the Rightsholders who have requested registration and other holders of such Registrable Securities and Other Shares shares of Common Stock or other securities of the registration and/or distribution Company entitled to include shares of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included Common Stock in such registration and/or distribution, together on a parity with the number Rightsholders shall participate in the underwriting pro rata based upon their total ownership of securities to be included in such registration and/or distribution for the account shares of Common Stock of the Company, shall be equal . (c) Notwithstanding anything in the foregoing to the number contrary, the Company shall not be required to provide any advance notice to Rightsholders in connection with any offering under this Section 3 involving an underwriting if the Company has been informed that in the opinion of shares stated the managing underwriter(s) the inclusion of any Incidental Shares in such offering would materially and adversely affect the offering. In such event, the Company will provide written notice to all Rightsholders of such managing underwriter’s letterunderwriter's(s') opinion, which notice need not be given prior to the filing of the applicable Registration Statement.

Incidental Registration Rights. (a) If In addition to the Companyprovisions contained in Section 1(b)(i), for a period of six (6) years commencing one (1) year if the Company shall at any time after the Base Date, proposes first anniversary of the Closing seek to register any of its securities under the Securities Act (other than for sale to the public in connection with a transaction contemplated by Rule 145(a) promulgated under the an underwritten offering any Voting Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether either for its own account or for the account of any holder one or holders of its shares more securityholders (other than Registrable a registration relating to Voting Securities (issued or granted pursuant to any shares employee or director stock-based plan or in connection with an acquisition by the Company), and if the form of such holder or holders (but not those registration statement proposed to be used may be used for the registration of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at on each such time give prompt (occasion as it shall furnish Purchaser with prior written notice thereof promptly, but not in any event less than thirty (30) 10 business days prior to from the anticipated effectiveness thereof) initial filing date. At the written notice to the holders request of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice Purchaser, given within ten (10) 5 days after the receipt of such notice, to register any such notice (which request shall specify the of Purchaser's Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b)Securities, the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of cause such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered for which may be distributed without such effect)registration shall have been requested, then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution so as to permit the sale or other disposition by Purchaser as part of such underwritten public offering (if and an "Incidental Registration"). Notwithstanding the foregoing, if, in addition to the extent stated by such managing underwriter Registrable Securities, the Incidental Registration is to include shares to be necessary offered by the Company for its own account, shares of Trust Beneficiaries having registration rights pursuant to eliminate Section 3.3(c)(v) of the Plan or shares of others persons with registration rights, and the Board of Directors of the Company believes, based on advice of a nationally recognized investment banking firm selected by the Company, that including all such effect) shares would be likely to have an adverse effect upon the price, timing or distribution of the shares included in the Incidental Registration, then only such number of such Registrable Securities and Other Shares shares, if any, as the registration and/or distribution of which Board shall have been requested by each holder thereof so that determine can be included without adversely affecting the resulting aggregate number of such Registrable Securities and Other Shares so offering shall be included in such registration and/or distributionthe offering, together with and the number of securities shares to be included in such registration and/or distribution for the account Incidental Registration will be allocated in the following priority: (x) all shares of the Company, Company and such Trust Beneficiaries shall be equal included first, (y) all shares of Purchaser and the Other Private Placement Purchaser shall be included second, in proportion, as nearly as practicable, to the total number of shares stated of Common Stock proposed to be offered by each of Purchaser and the Other Private Placement Purchaser at the time of filing of the registration statement for the registration, and (z) all shares if Common Stock of any other persons with registration rights shall be included third, in such managing underwriter’s letter.proportion, as nearly as practicable, to the total number of shares of Common Stock proposed to be offered by each of them at the time of the filing of the registration statement

Incidental Registration Rights. (a) If the Company, for a period at any time on or after the six month anniversary of six the Base Date and on or before the seven (6) years commencing one (17) year after anniversary of the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or comparable forms used by foreign private issuers or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten twenty (1020) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts best efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2, (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2 and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration, without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2. No registration effected under this Section 8.3 shall relieve the Company of its obligation to effect any registration upon request under Section 8.2, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 8.2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock Ordinary Shares desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If the Company, for a period of at any time on or after the six (6) years commencing one month anniversary of the Base Date and on or before the five (15) year after anniversary of the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), each such time the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten twenty (1020) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts best efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2, (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2 and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration, without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2. No registration effected under this Section 8.3 shall relieve the Company of its obligation to effect any registration upon request under Section 8.2, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 8.2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters holders of Registrable Securities or Other Shares would interfere with the successful marketing of the securities being distributed by such underwriters the Company (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect) (the “Underwriter’s Letter”), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock Shares desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriterthe Underwriter’s letterLetter.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, Seller proposes to register any of its securities file a registration statement under the Securities Act with respect to (a) an offering by Seller for its own account or (b) an offering for the account of any of its respective securityholders of any shares of Common Stock (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration statement on Form S-4 or S-8 (or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein substitute form therefor that may be adopted by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effectExchange Commission)), then the Company may, upon Seller shall give written notice of such proposed filing to such holder, the other holders of Registrable SecuritiesExecutive as soon as practicable (but in no event less than 20 days before the anticipated filing date), and holders of such Other Shares, reduce pro rata in accordance with notice shall offer the Executive the opportunity to register such number of shares of Common Stock desired being purchased hereunder as such Executive may request (a "Piggy-Back Registration"). With respect to any offering described in the preceding sentence which is an underwritten offering (an "Underwritten Offering"), Seller shall use all reasonable efforts to cause the managing underwriter or underwriters of such proposed Underwritten Offering to permit the securities requested to be included in such registration statement and/or distribution (a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of Seller included therein. Notwithstanding anything contained herein, if and to the extent stated by such managing underwriter or underwriters of an Underwritten Offering determines and so notifies the Executive in writing that the success of the Underwritten Offering would be materially and adversely affected by inclusion of any or all securities requested to be necessary included by the Executive, either because of (i) the size of the offering that the Executive, Seller and any other persons intend to eliminate make or (ii) the kind of securities that the Executive, Seller and any other persons or entities intend to include in such effect) offering, then in such event the amount of securities to be offered for the account of the Executive shall be reduced (such reduction to be pro rata based on the number of such Registrable Securities securities so proposed to be sold by the Seller, on the one hand, and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that Executive and the resulting aggregate number of such Registrable Securities three other Varsity executives executing similar agreements with Seller on the date hereof, on the other hand) and Other Shares so included in such registration and/or distribution, together with the number Executive) to the extent necessary to reduce the total amount of securities to be included in such registration and/or distribution offering to the amount recommended by such managing underwriter or underwriters. The Seller agrees that henceforth, and until the earlier of the date the Executive shall have registered or divested the Shares, it will not grant additional Piggy-Back Registration rights to any person or entity which provides for rights with respect to participation in an offering superior to those provided herein to the Executive. The Executive agrees that he may not participate in any Underwritten Offering unless he (a) agrees to sell his securities on the basis provided in any underwriting arrangements approved by the Seller and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Seller represents and warrants that except for the account Registration Rights Agreement, dated as of November 8, 1996, between the CompanySeller and Silver Oak Capital, shall be equal to L.L.C., no other agreements executed by the number of shares stated in such managing underwriter’s letterSeller provide for superior piggy-back registration rights than those granted herein.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after at any time prior to the Base Expiration Date, proposes to register any of its securities Common Stock under the Securities Act (other than pursuant to Section 2 of this Agreement or pursuant to a registration statement on a form exclusively for the sale or distribution of securities by the Company to employees of the Company or its subsidiaries or for use exclusively in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor formsbusiness combination) whether or not for sale for its own account or account, and the registration form to be used may be used for the account registration of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those Shares, it will give prompt written notice to all Holders of the Company Company's intention to effect such a registration and not include in such registration all Registrable Securities) Shares with respect to which the Company has received written notice for inclusion therein within 20 days after the date of the Company's notice; provided that: (i) if, at any registration are referred time after giving written notice of its intention to herein asregister any shares and, “Other Shares”)prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such shares, the Company may, at its election, give written notice of such determination to each Holder requesting inclusion therein, and, thereupon, the Company shall be relieved of its obligation to register any Registrable Shares in connection with such time give prompt registration (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention obligation to do so. The holders pay the Registration Expenses in connection therewith); (ii) if such registration shall be in connection with an underwritten public offering and the managing underwriter shall advise the Company in writing that in its opinion the number of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended shares requested to be disposed included in such registration exceeds the number of by such holder). Except as set forth securities which can be sold in Section 8.3(b)such offering or would have an adverse impact on the price of such securities, the Company will use its Reasonable Commercial Efforts to effect the shall include in such registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder(A) first, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The sell and, if such registration includes an underwritten secondary registration on behalf of holders of the Company's securities exercising demand registration rights, the securities requested to be included therein by such holders requesting such registration, in such proportions as the Company will pay all Registration Expenses in connection with each registration shall determine, and (B) second, the number (if any) of other securities of the Company (including, without limitation, Registrable Securities Shares) requested to be included pursuant to this Section 8.3. (b) If any incidental registration rights which in the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter opinion of such underwritten offering shall inform underwriter can be sold (and if, in the Company by letter opinion of its belief that inclusion in such registration statement and/or distribution of underwriter, some but not all or a specified number of such securities proposed may be so included, all holders of Common Stock requested to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce included therein shall share pro rata in accordance with the number of shares of Common Stock desired included in such underwritten public offering on the basis of the number of shares of Common Stock requested to be included in such registration statement and/or distribution therein); and (if and to the extent stated by such managing underwriter to be necessary to eliminate such effectiii) the number of such shares requested to be sold by the Holders is not less than 2% of the outstanding Common Stock or the total Registrable Securities and Other Shares if less. (b) If any Registration pursuant to this Section 5 is an underwritten primary offering, the registration and/or distribution of which Company shall have been requested by each holder thereof so that the resulting aggregate number of right to select the managing underwriter to administer such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letteroffering.

Incidental Registration Rights. 3.1 Right To Include (a“Piggy-Back”) If Registrable Securities. Provided that the CompanyRegistrable Securities have not been registered, for a period of six (6) years commencing one (1) year if at any time after the Base Datedate hereof but before the second anniversary of the date hereof, the Company proposes to register any of its securities under the Securities 1933 Act (other than by a registration in connection with an acquisition in a transaction contemplated by Rule 145(a) promulgated under manner which would not permit registration of Registrable Securities for sale to the Securities Act or pursuant to registration public, on Form S-4 or S-8 S-8, or any successor forms) whether for its own account form thereto, on Form S-4, or for the account of any holder or holders of its shares successor form thereto and other than Registrable Securities pursuant to Section 2), on an underwritten basis (any shares of such holder either best-efforts or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asfirm-commitment), “Other Shares”)then, the Company shall at will each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the all holders of Registrable Securities of its intention to do soso and of such holders of Registrable Securities' rights under this Section 3.1. The Upon the written request of any such holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bholders of Registrable Securities and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its Reasonable Commercial Efforts commercially reasonable best efforts to effect the registration under the Securities 1933 Act of all of the Registrable Securities which the Company has been so requested to register by such holderSecurities, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided that if, at any time after written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holders of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration affected under this Section 3.1 shall relieve the Company of its obligation to affect any registration upon request under Section 2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.3. (b) If 3.1. The right provided the Company at any time proposes to register any Holders of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities pursuant to this Section shall be offered exercisable at their sole discretion and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion will in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account no way limit any of the Company, shall be equal 's obligations to pay the number of shares stated in such managing underwriter’s letterSecurities according to their terms.

Incidental Registration Rights. (a) If the Company, for at any time on or after [●], 2015 and on or before the Expiration Date and to the extent there is not then a period current and effective registration statement under the Securities Act covering the exercise of six (6) years commencing one (1) year after the Base Datethis Warrant, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “"Other Shares”"), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. ; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration, The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s 's letter.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (aIn addition to the provisions contained in Sections 10(a) If and 10(b), if the Company, for a period of six (6) years commencing one (1) year after the Base Date, proposes Company will at any time seek to register any of its securities under the Securities Act for sale to the public in an underwritten offering any of its equity securities (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 Form S-8, or any successor formsor other forms promulgated for similar purposes) whether for its own account or and if the form of registration statement proposed to be used may be used for the account registration of any holder or holders of its shares other than Registrable Securities (any shares of Securities, on each such holder or holders (but not those occasion it will promptly furnish the Investor with prior written notice thereof. At the written request of the Company Investor, given (i) at a time when the Investor beneficially owns 5% or more of the outstanding Voting Securities and not Registrable Securities(ii) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) five days after the receipt of such notice, to register any such notice (which request shall specify of the Investor’s Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b)Securities, the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of cause such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered for which may be distributed without such effect)registration will have been requested, then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and in an amount so as to permit the extent stated sale or other disposition by the Investor as part of such managing underwriter to be necessary to eliminate such effect) the number underwritten public offering of such Registrable Securities and Other Shares as are registered, provided, that if the registration and/or distribution of which shall have been requested by each holder thereof so that managing underwriter will advise the resulting aggregate number of such Registrable Securities and Other Shares so included Company in such registration and/or distributionwriting that, together with in its opinion, the number of securities requested and otherwise proposed to be included in such registration and/or distribution for offering exceeds the account number that can be sold without adversely affecting the marketability of the Companyoffering, shall the Company will include in such registration to the extent of the number which the Company is so advised can be equal sold in such offering, first, the securities the Company proposes to sell in such registration and second, the Registrable Securities of the Investor that the Investor has requested to be included in such registration, which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above. If a Required Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of shares stated Registrable Securities and, if permitted hereunder, other securities requested to be included in such managing underwriter’s letteroffering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of Registrable Securities initially requesting such Required Registration, without adversely affecting the marketability of the offering, the Company will include in such registration prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included by the holders of Registrable Securities pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder.

Incidental Registration Rights. (a) If the Company, for a period of six at any time on or after the Exercise Date and on or before the five (6) years commencing one (15) year after anniversary of the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten twenty (1020) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2, (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2 and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration, without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2. No registration effected under this Section 8.3 shall relieve the Company of its obligation to effect any registration upon request under Section 8.2, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 8.2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If The Shareholder has incidental registration rights as described in Section 6(b) (the Company"Incidental Rights") with respect to all of the shares of the Restricted Stock, for a period beginning on the Closing Date and ending on the sixth anniversary of six (6) years commencing one (1) year after the Base Closing Date, with the following limitations: (i) before the second anniversary of the Closing Date the Incidental Rights are limited to 10% of the primary shares of Common Stock offered and sold by ASI in the offering as to which the Incidental Rights are being exercised, and (ii) between the second and third anniversaries of the Closing Date, the Incidental Rights are limited to 462,500 shares of the Restricted Stock, less shares of the Restricted Stock previously sold by the Shareholder by any method. (b) Each time ASI proposes to register any of its equity securities under the Securities Act (other than in connection with a registration effected solely to implement an employee benefit or stock option plan or to sell shares obtained under any employee benefit or stock option plan or a transaction contemplated by to which Rule 145(a) promulgated 145 or any other similar rule of the Commission under the Securities Act is applicable or pursuant to a registration on Form S-4 or S-8 or any successor forms) whether for its own account or form which is not available for the account registration of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable SecuritiesRestricted Stock) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time ASI will give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities Shareholder of its intention to do so. The holders Shareholder may give ASI a written request to register all or some of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving Restricted Stock in the registration described in the written notice from ASI, provided that such written request is given within ten (10) 20 days after the receipt of any such notice (which from ASI, with such request shall specify stating the Registrable Securities number of shares of Restricted Stock to be disposed of and the intended method of disposition of such Restricted Stock. Upon receipt of such request, ASI will use its best efforts to cause promptly all such shares of Restricted Stock intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration be registered under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required as to permit their sale or other disposition in accordance with the disposition intended methods set forth in the request for registration; provided, however, that if the registration relates to an underwritten offering, (i) the Shareholders right to have shares of the Registrable Securities so to be registered, by inclusion of such Registrable Securities Restricted Stock included in the registration statement which covers will be contingent upon the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters Shareholder agreeing to include all such Restricted Stock in the Registrable Securities to be offered offering and sold by such holder among the securities to be distributed by such underwriters, entering into an underwriting agreement as provided that in Section 8 and (ii) if the managing underwriter of such underwritten offering shall inform determines reasonably and in good faith in writing that the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified of the shares of Restricted Stock as to which the Shareholder has requested registration would adversely affect the offering, the number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may for the account of the Shareholder will be distributed without reduced to the extent necessary to reduce the total number of shares to be included in such effect), then offering to the Company may, upon written notice amount recommended by such managing underwriter. Any reduction under clause (ii) will affect all persons including shares in the registration pursuant to such holder, the other holders exercise of Registrable Securities, and holders of such Other Shares, reduce pro rata incidental registration rights like those granted to the Shareholders in this Section 6 proportionately in accordance with the number of shares of Common Stock desired that each had requested the Company to include in the registration. ASI's obligations under this section apply to a registration to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of effected for securities to be included in such registration and/or distribution sold for the account of ASI as well as a registration statement which includes securities to be offered for the Company, shall be equal to the number account of shares stated in such managing underwriter’s letterother holders of ASI equity securities.

Incidental Registration Rights. (a) If at any time after August 1, 2000, the Company, for a period of six (6) years commencing one (1) year after the Base Date, Company proposes to register any of its securities Common Stock under the Securities Act (other than in connection with a transaction contemplated public offering of such securities solely for cash by Rule 145(a) promulgated under the Securities Act or pursuant to registration on any form other than Form S-4 or S-8 or any successor forms) form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of such securities, whether or not for sale for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asaccount, “Other Shares”), the Company it shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders all registered Holders of Registrable Securities of its intention to do soso and of such Holders' rights under this Section 7. The holders Upon the written request of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice any such Holder (a "Requesting Holder") made as promptly as practicable and in any event within ten (10) 10 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bRequesting Holder and the intended method of disposition), the Company will shall use its Reasonable Commercial Efforts reasonable best efforts to effect the registration under the Securities Act of all of the Registrable Securities which that the Company has been so requested to register by such holder, the Requesting Holders thereof to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in accordance with the intended methods thereof described as aforesaid; provided, however, that prior to the effective date of the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; provided further, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each registration Requesting Holder of Registrable Securities pursuant and (i) in the case of a determination not to this Section 8.3register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the registration expenses in connection therewith), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such any underwritten offering under this Section 7 shall inform the Company by letter of that, in its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holderopinion, the other holders number or type of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired Securities requested to be included in such registration statement and/or distribution (if would adversely affect such offering, and the Company has so advised the Requesting Holders in writing, then the Company will include in such registration, to the extent stated of the number and type that the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by such managing underwriter the Company to be necessary to eliminate such effect) the number of sold for its own account, second, such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for pursuant to this Agreement, pro rata among such Requesting Holders on the account basis of the Companyestimated proceeds from the sale thereof and, shall third, all other securities proposed to be equal to the number of shares stated in such managing underwriter’s letterregistered.

Incidental Registration Rights. (a) If the Company, for a period of six four (64) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. 3.1 Right To Include (a“Piggy-Back”) If Registrable Securities. Provided that the CompanyRegistrable Securities have not been registered, for a period of six (6) years commencing one (1) year if at any time after the Base Datedate hereof but before the second anniversary of the date hereof, the Company proposes to register any of its securities under the Securities 1933 Act (other than by a registration in connection with an acquisition in a transaction contemplated by Rule 145(a) promulgated under manner which would not permit registration of Registrable Securities for sale to the Securities Act or pursuant to registration public, on Form S-4 or S-8 S-8, or any successor forms) whether for its own account form thereto, on Form S-4, or for the account of any holder or holders of its shares successor form thereto and other than Registrable Securities pursuant to Section 2), on an underwritten basis (any shares of such holder either best-efforts or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asfirm-commitment), “Other Shares”)then, the Company shall at will each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the all holders of Registrable Securities of its intention to do soso and of such holders of Registrable Securities' rights under this Section 3.1. The Upon the written request of any such holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bholders of Registrable Securities and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its Reasonable Commercial Efforts commercially reasonable best efforts to effect the registration under the Securities 1933 Act of all of the Registrable Securities which the Company has been so requested to register by such holderSecurities, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided that if, at any time after written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holders of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.1 shall relieve the Company of its obligation to effect any registration upon request under Section 2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.3. (b) If 3.1. The right provided the Company at any time proposes to register any Holders of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities pursuant to this Section shall be offered exercisable at their sole discretion and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion will in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account no way limit any of the Company, shall be equal 's obligations to pay the number of shares stated in such managing underwriter’s letterSecurities according to their terms.

Incidental Registration Rights. (a) If the Company, for at any time on or after September 6, 2017 and on or before the Expiration Date and to the extent there is not then a period current and effective registration statement under the Securities Act covering the exercise of six (6) years commencing one (1) year after the Base Datethis Warrant, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time on or after September 6, 2017 and on or before the Expiration Date and to the extent there is not then a current and effective registration statement under the Securities Act covering the exercise of this Warrant, proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If the Company, Company proposes to file a registration statement with the Commission for a period public offering and sale of six (6) years commencing one (1) year after any equity securities issued by the Base Date, proposes to register any of its securities under the Securities Act Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration statement on Form S-4 or S-8 or Form S-4, or their successors, or any successor forms) whether other form for its own account a similar limited purpose, or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred statement covering only securities proposed to herein asbe issued in exchange for securities or assets of another corporation) at any time and from time to time, “Other Shares”)it will, the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) such filing, give written notice to the holders of Registrable Securities Holder of its intention to do so. The holders so and, upon written request of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice such Holder given within ten (10) 20 days after the receipt of any Company provides such notice (which request shall specify state the Registrable Securities intended to be disposed method of by such holder). Except as set forth in Section 8.3(bdisposition of the Warrant Shares), the Company will shall use its Reasonable Commercial Efforts best efforts to effect the registration under the Securities Act of cause all of the Registrable Securities Warrant Shares which the Company has been so requested by the Holder to register by such holder, under the Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this section without obligation to any Holder. In connection with any registration under this section involving an underwriting, the Company shall not be required to permit include any Warrant Shares in such registration unless the disposition Holder accepts the terms of the Registrable Securities so underwriting as agreed upon between the Company and the underwriters selected by it. If in the opinion of the managing underwriter it is appropriate because of marketing factors to limit the number of Warrant Shares to be included in the offering, or to exclude them altogether, then the Company shall be required to include in the registration only that number of Warrant Shares, if any, which the managing underwriter believes should be included therein; provided that no persons or entities other than the Company, the Holder and persons or entities holding registration rights shall be permitted to include securities in the offering. If the number of Warrant Shares to be included in the offering in accordance with the foregoing is less that the total number of shares which the Holder has requested to be included, then the Holder and other holders of securities entitled to include them in such registration shall participate in the registration pro rata based upon their total ownership of shares of common stock (giving effect to the conversion into shares of common stock of all securities convertible thereunto). If any Holder would thus be entitled to include more securities that such Holder requested to be registered, by inclusion of such Registrable Securities the excess shall be allocated among other requesting holders pro rata in the registration statement which covers manner described in the securities which the Company proposes to registerpreceding sentence. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing Holder disapproves of the securities being distributed terms of any underwriting, it may elect to withdraw therefrom by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, underwriting shall be equal to the number of shares stated in withdrawn from such managing underwriter’s letterregistration.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as contemplated amended (the "Securities Act"), by registration on Forms XX-0, XX-0 or any successor or similar form(s), whether or not for sale for its own account (other than registrations of securities in connection with an employee benefit plan, Company stock option or dividend reinvestment plan or in connection with the acquisition of assets or shares of or merger or consolidation with another corporation), and the registration form to be used may also be used for the registration of shares of Stockholder Shares (an "Incidental Registration"), the Company shall each such time notify the Stockholders at least 30 days prior to the filing of any registration statement with respect thereto. Upon the receipt of a written request of any Stockholder made within 10 days after such notice (which request shall specify the Common Stock intended to be disposed of by each holder and the intended method of disposition thereof), the Company will use its best efforts, subject to the limitations set forth below, to include in such registration all such Stockholder Shares with respect to which the Company has received a written request for inclusion by any Stockholder, provided that the Company shall not be obligated to register in an Incidental Registration Stockholder Shares constituting less than five percent (5 %) of the total number of shares of Common Stock then outstanding, unless the Company shall be registering all of the shares of Common Stock held by such Stockholder. Each request shall also contain an undertaking from the Stockholders to provide all information and material and to take all actions as may be required by the Company in order to permit the Company to comply with all applicable federal and state securities laws. For the purposes of this Section 8.3 subsection (a), "best efforts" shall not require the Company to reduce the amount or sale price of the securities it proposes to register. (b) Each selling Stockholder shall pay all sales commissions or other similar selling charges with respect to Stockholder Shares sold by such Stockholder pursuant to a registration. The Company shall pay all registration and filing fees, fees and expenses for compliance with federal and state securities laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel and accountants for the Company and fees and expenses of one counsel for all selling Stockholders in connection with an Incidental Registration, to be selected by the selling Stockholders holding a majority of the Stockholder Shares to be sold in such registration, unless the applicable state securities laws require that stockholders whose securities are being registered pay their pro rata share of such fees, expenses and disbursements, in which case each Stockholder participating in the registration shall pay its pro rata share of all such fees, expenses and disbursements based on his pro rata share of the total number of shares being registered. (c) If an Incidental Registration is an underwritten registration, only shares of Common Stock which are to be distributed by or through one or more underwriters, the underwriters may be included in the registration. If the managing underwriters advise the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided in writing that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with their opinion the number of shares of Common Stock desired requested to be included in such registration statement and/or distribution (if and to exceeds the extent stated by number which can be sold in such managing underwriter offering or will have a material adverse effect on the price of the shares of Common Stock to be necessary to eliminate such effect) sold, the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included Company will include in such registration and/or distribution(i) first, together the shares of Common Stock which the Company proposes to register and shares of Common Stock of any other holders of shares of Common Stock or options, warrants or other securities convertible into Common Stock who are entitled to incidental registration rights prior to those which the Stockholders propose to register, allocated among the Company and such holders in accordance with any agreement among the number Company and such holders; and (ii) second, Stockholder Shares which the Stockholders propose to register and shares of Common Stock any other holders of shares of Common Stock or options, warrants or other securities convertible into Common Stock who are entitled to be included incidental registration rights on a par with that which the Stockholders propose to register, in such registration and/or distribution for the account of the Company, shall be equal proportion to the number of shares stated of Common Stock such Stockholders and other holders propose to include in the Incidental Registration. The managing underwriters for a registration pursuant to this Section shall be chosen by the Company. (d) Notwithstanding the foregoing, if at any time after giving written notice to the Stockholders of its intention to register any shares of Common Stock pursuant to subsection (a) of this Section 5 and prior to the effective date of the Registration Statement filed in connection with such managing underwriter’s letterregistration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each Stockholder and thereupon shall be relieved of its obligation to register any Stockholder Shares in connection with such registration (but not from its obligation to pay certain expenses in connection therewith as provided in subsection (b) above). (e) The Company may suspend its obligation to register Stockholder Shares pursuant to this Section 5 if, in the opinion of counsel to the Company, the Stockholder Shares proposed to be sold pursuant to this Section 5 can be sold in the same volume and manner as they are proposed to be sold by such Stockholder in a transaction exempt from registration pursuant to the Securities Act and similar state securities laws. (f) Each Stockholder agrees not to sell or offer for sale any of his Stockholder Shares within seven (7) days prior to or ninety (90) days after the effective date of any registration (except as part of such registration).

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year From and after the Base Datedate hereof, whenever the Company proposes to register file a Registration Statement at any time and from time to time relating to an offering in which the Company proposes to sell shares of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether Common Stock for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asaccount, “Other Shares”)it will, the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) such filing, give at least 20 days' written notice to the holders of Registrable Securities all Rightsholders of its intention to do so. The holders so (subject to the limitations set forth in paragraph (c) below) and, upon the written request of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice a Rightsholder or Rightsholders given within ten (10) 20 days after the receipt of any Company provides such notice (which request shall specify state the intended method of disposition of such Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bShares), the Company will shall use its Reasonable Commercial Efforts best efforts to effect the registration under the Securities Act of cause all of the Registrable Securities Shares which the Company has been so requested by such Rightsholder or Rightsholders to register by such holder, to be registered under the Securities Act to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the Registrable Securities so to be registered, by inclusion request of such Registrable Securities in the registration statement which covers the securities which Rightsholder or Rightsholders; provided, that (i) the Company proposes shall have the right to register. The Company will pay all Registration Expenses in connection with each postpone or withdraw any registration of Registrable Securities effected pursuant to this Section 8.33 without obligation to any Rightsholder, and (ii) no Company Affiliate may sell any Registrable Shares pursuant to any such registration until after the Release Date. (b) If the Company at In connection with any time proposes to register any of its securities offering under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters3 involving an underwriting, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters shall not be required to include all any Registrable Shares in such underwriting unless the Registrable Securities holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriter(s) of such offering. If in the opinion of the managing underwriter(s) of such offering the registration of all, or part of, the shares of Common Stock (the "Incidental Shares") which the Rightsholders have requested to be offered and sold by such holder among the securities included pursuant to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement this Section 3 and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired or other securities of the Company entitled to include shares of Common Stock in such registration have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of such shares, if any, which the managing underwriter(s) believe(s) may be sold without causing such adverse effect. If the number of Registrable Shares to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter underwriting in accordance with the foregoing is less than the total number of shares which the Rightsholders have requested to be necessary to eliminate such effectincluded, then (i) the number Company shall be entitled to include all shares that it desires to be registered and (ii) the Rightsholders who have requested registration and other holders of such Registrable Securities and Other Shares shares of Common Stock or other securities of the registration and/or distribution Company entitled to include shares of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included Common Stock in such registration and/or distribution, together on a parity with the number Rightsholders shall participate in the underwriting pro rata based upon their total ownership of securities to be included in such registration and/or distribution for the account shares of Common Stock of the Company, shall be equal . (c) Notwithstanding anything in the foregoing to the number contrary, the Company shall not be required to provide any advance notice to Rightsholders in connection with any offering under this Section 3 involving an underwriting if the Company has been informed that in the opinion of shares stated the managing underwriter(s) the inclusion of any Incidental Shares in such offering would materially and adversely affect the offering. In such event, the Company will provide written notice to all Rightsholders of such managing underwriter’s letterunderwriter's(s') opinion, which notice need not be given prior to the filing of the applicable Registration Statement.

Incidental Registration Rights. (a) Rights to include ------------------------------- ----------------- Shares of Restricted Holdings Common Stock. If the CompanyHoldings, for a period of six (6) years commencing one (1) year after the Base Dateat any time, proposes ------------------------------------------- to register any of its equity securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or Form S-8 or any similar or successor forms) form), whether or not for sale for its own account or account, in a manner which would permit the registration of Restricted Holdings Common Stock for sale to the account of any holder or holders of its shares other than Registrable public under the Securities Act, then IHS shall cause Holdings to give written notice to each Management Stockholder (any shares and each Permitted Transferee of such holder or holders (but not those Management Stockholder) of the Company and not Registrable Securities) with respect to any such proposed registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) least 30 days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (date on which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes with respect to register. The Company will pay all Registration Expenses in connection with each such registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are is anticipated to be distributed by or through one or more underwriters, filed with the Company will, if requested by a holder Commission. Such notice shall offer each Management Stockholder (and each Permitted Transferee of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters Management Stockholder) opportunity to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified such number of shares of Restricted Holdings Common Stock as such securities proposed Management Stockholder (and such Permitted Transferee) may request (an "Incidental Registration"). Subject to be distributed by such underwriters would interfere with Section 4.01(b), upon the successful marketing written request of the securities being distributed by such underwriters any Management Stockholder (such letter to state the basis and any Permitted Transferee of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered Management Stockholder) (which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with shall specify the number of shares of Restricted Holdings Common Stock desired such Management Stockholder (or such Permitted Transferee) intends to dispose) made within 20 days after the receipt by such Management Stockholder (or such Permitted Transferee) of the notice given by Holdings, IHS shall cause Holdings to use all reasonable efforts to include in such Incidental Registration such number of shares of Restricted Holdings Common Stock as such Management Stockholder (and such Permitted Transferee) shall request, together with any and all other shares of Restricted Holdings Common Stock as any other Management Stockholder (and any Permitted Transferee of such 143 Management Stockholder) shall request; provided, however, that, if such -------- ------- Incidental Registration involves an underwritten offering, all Management Stockholders (and Permitted Transferees) requesting inclusion of shares of Restricted Holdings Common Stock in such Incidental Registration must sell such shares of Restricted Holdings Common Stock to the underwriter (or underwriters) selected by Holdings on the same terms, and subject to the same conditions, as are applicable to Holdings. Each Management Stockholder (and each Permitted Transferee of such Management Stockholder) shall be permitted to withdraw all or any portion of the shares of Restricted Holdings Common Stock such Management Stockholder (or such Permitted Transferee) shall have requested to be included in such any Incidental Registration at any time prior to the effective date of the registration statement and/or distribution with respect to such Incidental Registration; provided, -------- however, that, if such withdrawal occurs after the filing with the Commission of ------- the registration statement with respect to such Incidental Registration, such Management Stockholder (if and or such Permitted Transferee) shall be required to reimburse Holdings for the portion of registration expenses payable with respect to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number shares of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof Restricted Holdings Common Stock so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letterwithdrawn.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year at any time after the Base Date, date hereof A-Fem proposes to register any of its securities under the Securities 1933 Act (other than except for registration of shares solely in connection with an employee benefit plan or a transaction contemplated by Rule 145(amerger or consolidation) promulgated under the Securities Act in any public offering, whether or pursuant to registration on Form S-4 or S-8 or any successor forms) whether not for sale for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asaccount, “Other Shares”), the Company shall it will at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities Holder of its intention to do so. The holders so and of Registrable Securities shall exercise Holder's rights under this Section 2. (b) Upon the “piggy-back” rights provided herein by giving written notice request of Holder made within ten (10) 30 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bHolder), the Company A-Fem will use its Reasonable Commercial Efforts best efforts to effect the registration under the Securities 1933 Act and applicable state securities laws of all of the Registrable Securities which the Company in connection therewith that A-Fem has been so requested to register by such holder, to Holder. (c) If the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities managing underwriter for any underwritten offering in the a registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering 2.2 shall inform the Company by letter in writing A-Fem and Holder of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired securities requested to be included in such registration statement and/or distribution would materially and adversely affect its ability to effect such offering, then A-Fem will include in such registration the number that A-Fem is so advised can be sold in (if and to or during the extent stated time of) such offering, first, all securities proposed by such managing underwriter A-Fem to be necessary to eliminate such effect) the number of sold for its own account, and second, such Registrable Securities and Other Shares the registration and/or distribution other securities of which shall have been A-Fem requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for by persons exercising their incidental registration rights, pro rata on the account basis of the Company, shall be equal to the number of shares stated in of such managing underwriter’s lettersecurities so proposed to be sold and so requested to be included.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, Issuer proposes to register any of its securities Common Stock under the Securities Act (other than (i) pursuant to Section 5.01 hereof, (ii) securities to be issued pursuant to a stock option or other employee benefit or similar plan, and (iii) securities proposed to be issued in exchange for other securities or assets (other than cash) or in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act merger or pursuant consolidation with another corporation), Issuer shall, as promptly as practicable, give written notice to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account Subscriber of any holder or holders of its shares other than Registrable Securities (any shares Issuer's intention to effect such registration. If, within 15 days after receipt of such holder or holders (but not those of the Company and not Registrable Securities) with respect notice, Subscriber submits a written request to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but Issuer specifying not less than thirty one million shares of Common Stock constituting Subject Stock that are then beneficially owned by Subscriber and that Subscriber proposes to sell or otherwise dispose of in accordance with this Section 5.02, Issuer shall use its best efforts to include the shares specified in Subscriber's request in such registration. Subscriber may exercise its rights under this Section 5.02 on no more than three separate occasions; provided that if the number of securities that Subscriber had initially requested be included in a registration under this Section 5.02 is reduced pursuant to clause (30C) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any below and Subscriber withdraws from such notice (which registration, then Subscriber's request shall specify not be counted as one of such three requests. If the Registrable Securities intended offering pursuant to such registration statement is to be disposed of made by such holder). Except as set forth in Section 8.3(b)or through underwriters, the Company will use its Reasonable Commercial Efforts to effect Subscriber and such underwriter shall execute an underwriting agreement in customary form. If the registration under managing underwriter reasonably determines in good faith and advises Subscriber that the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities Common Stock proposed to be distributed included by such underwriters all holders of Common Stock entitled to participate (other than on a demand basis) would interfere with the successful marketing of the securities being distributed by proposed to be registered, then Issuer will include in such underwriters (such letter to state the basis of such belief and the approximate registration that number of such Registrable Securities, shares of Common Stock which does not exceed the number which such Other Shares and shares held by managing underwriter reasonably determines in good faith can be sold without interfering with the Company successful marketing of the securities proposed so to be registered which may be distributed without such effect), then based upon the Company may, upon written notice to such holderfollowing order of priority: (A) first, the securities Issuer proposes to sell, (B) second, the securities any participant exercising demand registration rights proposes to sell and (C) third, the securities of each other holders of Registrable Securities, and holders of Person who is entitled to participate (other than on a demand basis) in such Other Shares, reduce registration (including Subscriber) on a pro rata in accordance with basis based on the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested owned by each holder thereof so such Person; provided that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with if the number of securities to that Subscriber had initially requested be included in a registration under this Section 5.02 is reduced pursuant to clause (C), Subscriber may withdraw all securities from such registration. No registration effected under this Section 5.02 shall relieve Issuer of its obligation to effect any registration upon request under Section 5.01. If Subscriber has been permitted to participate in a proposed offering pursuant to this Section 5.02, Issuer thereafter may determine either not to file a registration statement relating thereto, or to withdraw such registration and/or statement, or otherwise not to consummate such offering, without any liability hereunder. Any underwriters participating in a distribution for the account of Subject Stock pursuant to Sections 5.01 and 5.02 hereof shall use all reasonable efforts to effect as wide a distribution as is reasonably practicable, and in no event shall any sale (other than a sale to underwriters making such a distribution) of shares of Subject Stock be made knowingly to any person (including its affiliates or associates and any group in which that person or its affiliates or associates shall be a member if Subscriber or underwriters know of the Companyexistence of such a group or affiliate or associate) that, after giving effect to such sale, would beneficially own at least three percent (3%) of the Total Voting Power. Subscriber shall be equal use all reasonable efforts to secure the number agreement of shares stated the underwriters, in such managing underwriter’s letterconnection with any underwritten offering of its Subject Stock, to comply with the foregoing.

Incidental Registration Rights. (a) If the Company, for a period of six at any time on or after the Exercise Date and on or before the five (6) years commencing one (15) year after anniversary of the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b8.2(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.38.2. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 8.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. 3.1. RIGHT TO INCLUDE (a"PIGGY-BACK") If REGISTRABLE SECURITIES. Provided that the CompanyRegistrable Securities have not been registered, for a period of six (6) years commencing one (1) year if at any time after the Base Datedate hereof but before the second anniversary of the date hereof, the Company proposes to register any of its securities under the Securities 1933 Act (other than by a registration in connection with an acquisition in a transaction contemplated by Rule 145(a) promulgated under manner which would not permit registration of Registrable Securities for sale to the Securities Act or pursuant to registration public, on Form S-4 or S-8 S-8, or any successor forms) whether for its own account form thereto, on Form S-4, or for the account of any holder or holders of its shares successor form thereto and other than Registrable Securities pursuant to Section 2), on an underwritten basis (any shares of such holder either best-efforts or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asfirm-commitment), “Other Shares”)then, the Company shall at will each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the all holders of Registrable Securities of its intention to do soso and of such holders of Registrable Securities' rights under this Section 3.1. The Upon the written request of any such holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bholders of Registrable Securities and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its Reasonable Commercial Efforts commercially reasonable best efforts to effect the registration under the Securities 1933 Act of all of the Registrable Securities which the Company has been so requested to register by such holderSecurities, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided that if, at any time after written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holders of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.1 shall relieve the Company of its obligation to effect any registration upon request under Section 2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.3. (b) If 3.1. The right provided the Company at any time proposes to register any Holders of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities pursuant to this Section shall be offered exercisable at their sole discretion and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion will in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account no way limit any of the Company, shall be equal 's obligations to pay the number of shares stated in such managing underwriter’s letterSecurities according to their terms.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year From and after the Base DateFirst Contingent Payment Date and until the first anniversary of the Second Contingent Payment Date (or, if no Second Contingent Payment is made, the date by which such payment would have been made), whenever the Company proposes to register file a Registration Statement at any time and from time to time relating to an offering in which the Company proposes to sell shares of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether Common Stock for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asaccount, “Other Shares”)it will, the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) such filing, give at least 20 days' written notice to the holders of Registrable Securities all Rightsholders of its intention to do so. The holders so (subject to the limitations set forth in paragraph (c) below) and, upon the written request of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice a Rightsholder or Rightsholders given within ten (10) 20 days after the receipt of any Company provides such notice (which request shall specify state the intended method of disposition of such Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bShares), the Company will shall use its Reasonable Commercial Efforts best efforts to effect the registration under the Securities Act of cause all of the Registrable Securities Shares which the Company has been so requested by such Rightsholder or Rightsholders to register by such holder, to be registered under the Securities Act to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the Registrable Securities so to be registered, by inclusion request of such Registrable Securities in the registration statement which covers the securities which Rightsholder or Rightsholders; provided, that the Company proposes shall have the right to register. The Company will pay all Registration Expenses in connection with each postpone or withdraw any registration of Registrable Securities effected pursuant to this Section 8.33 without obligation to any Rightsholder. (b) If the Company at In connection with any time proposes to register any of its securities offering under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters3 involving an underwriting, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters shall not be required to include all any Registrable Shares in such underwriting unless the Registrable Securities holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriter(s) of such offering. If in the opinion of the managing underwriter(s) of such offering the registration of all, or part of, the shares of Common Stock (the "Incidental Shares") which the Rightsholders have requested to be offered and sold by such holder among the securities included pursuant to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement this Section 3 and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired or other securities of the Company entitled to include shares of Common Stock in such registration have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of such shares, if any, which the managing underwriter(s) believe(s) may be sold without causing such adverse effect. If the number of Registrable Shares to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter underwriting in accordance with the foregoing is less than the total number of shares which the Rightsholders have requested to be necessary to eliminate such effectincluded, then (i) the number Company shall be entitled to include all shares that it desires to be registered and (ii) the Rightsholders who have requested registration and other holders of such Registrable Securities and Other Shares shares of Common Stock or other securities of the registration and/or distribution Company entitled to include shares of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included Common Stock in such registration and/or distribution, together on a parity with the number Rightsholders shall participate in the underwriting pro rata based upon their total ownership of securities to be included in such registration and/or distribution for the account shares of Common Stock of the Company, shall be equal . (c) Notwithstanding anything in the foregoing to the number contrary, the Company shall not be required to provide any advance notice to Rightsholders in connection with any offering under this Section 3 involving an underwriting if the Company has been informed that in the opinion of shares stated the managing underwriter(s) the inclusion of any Incidental Shares in such offering would materially and adversely affect the offering. In such event, the Company will provide written notice to all Rightsholders of such managing underwriter’s letterunderwriter's(s') opinion, which notice need not be given prior to the filing of the applicable Registration Statement.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year at any time on or after the Base Date and on or before the Expiration Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. ; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration, The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock Ordinary Shares desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If during the Company, for a period of six five (65) years commencing one (1) year after the Base Date, the Company proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor formsforms or in connection with securities issued pursuant to clirSPV LLC’s participation right granted in connection with that certain Stock Purchase Agreement dated July 12, 2018, between the Company and clirSVP LLC) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. In connection with such registration, Company will file a registration statement with the Commission on Form S-3 or other appropriate form if necessary to comply with General Instruction I.B.6. of Form S-3 and Commission interpretations thereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3, but the holders of Registrable Securities shall pay any and all underwriting commissions and the expenses of any legal counsel selected by them to represent them in connection with the sale of the Registrable Securities, except as set forth in Section 8.6. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwritersunderwriters or a registered broker dealer, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters or registered broker dealer to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwritersunderwriters or registered broker dealer, provided that if the managing underwriter or registered broker dealer of such underwritten offering shall inform the Company by letter of its belief (including as statement of the basis of that belief and the approximate number of Registrable Securities to be removed and the number of any other shares included in the offering by persons other than the Company and whether or not they are being cut back and by what amount, and the shares to be offered by the Company) that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters or registered broker dealer would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be or registered which may be distributed without such effect)broker dealer, then the Company may, upon written notice to such holder, the other holders of the Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter or registered broker dealer to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letterthereof.

Incidental Registration Rights. (a) If the Company, for a period of six four (64) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). , Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. In the case of any proposed registration of Common Stock or other securities of Issuer under the Securities Act, whether or not for sale for its own account, on any form which can include Registrable Securities (a) If other than Form S-8 or S-4 or successor forms), Issuer will give at least 30 days' prior written notice of the Company, for a period of six (6) years commencing one filing thereof to all Holders. (1) year Issuer's notice shall afford the Holders an opportunity to elect within 15 days after the Base Date, proposes receipt thereof to register any of its securities under the Securities Act (other than include in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 such filing all or any successor forms) whether for its own account or for the account part of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not their Registrable Securities) with respect to any registration are referred to herein as; provided, “Other Shares”)that, in the case of an underwritten public offering, the Company shall at each managing underwriter administering such time give prompt (but not less than thirty (30) days prior to offering may reduce the anticipated effectiveness thereof) written notice to the holders number of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to offering if, in the extent stated by reasonable opinion of such managing underwriter underwriter, the inclusion in such offering of all Registrable Securities requested to be necessary to eliminate such effect) registered would materially and adversely affect the marketing of the entire offering (the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for offering being herein referred to as the account "Permissible Securities"). If the aggregate number of Registrable Securities which the CompanyHolders thereof desire to include in such filing exceeds the number of Permissible Securities, then each such Holder shall be equal entitled to include that number of Registrable Securities which bears the same ratio to the number of shares stated Permissible Securities (other than Permissible Securities offered and sold by the Issuer) as the number of Registrable Securities such Holder desires to include bears to the number of Registrable Securities all such Holders desire to include. (2) Issuer agrees that any Holder entitled to include Registrable Securities in any such managing underwriter’s letterregistration may assign or transfer such right to include such Registrable Securities to any other Holder or Holders. (3) Issuer shall be obligated under this Section 2(a) to afford the Holders the right to participate in each and every such registration taking place until all Registrable Securities have been included in registrations and sold or sold pursuant to Rule 144.

Incidental Registration Rights. 3.1 Right To Include (a"Piggy-Back") If Registrable Securities. Provided that the CompanyRegistrable Securities have not been registered, for a period of six (6) years commencing one (1) year if at any time after the Base Datedate hereof but before the second anniversary of the date hereof, the Company proposes to register any of its securities under the Securities 1933 Act (other than by a registration in connection with an acquisition in a transaction contemplated by Rule 145(a) promulgated under manner which would not permit registration of Registrable Securities for sale to the Securities Act public, on Form S-8 or pursuant to registration any successor form thereto, on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares form thereto, and other than Registrable Securities pursuant to Section 2), on an underwritten basis (any shares of such holder either best- efforts or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asfirm-commitment), “Other Shares”)then, the Company shall at will each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the all holders of Registrable Securities of its intention to do so. The so and of the rights of such holders of Registrable Securities shall exercise under this Section 3. 1. Upon the “piggy-back” rights provided herein by giving written notice request of any such holders of Registrable Securities made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bholders of Registrable Securities and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its Reasonable Commercial Efforts commercially reasonable best efforts to effect the registration under the Securities 1933 Act of all of the Registrable Securities which the Company has been so requested to register by such holderSecurities, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided that if, at any time after written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holders of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2.2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.1 shall relieve the Company of its obligation to effect registration under Section 2.2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.3. (b) If 3.1. The right provided the Company at any time proposes to register any Holders of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities pursuant to this Section 3.1 shall be offered exercisable at their sole discretion and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion will in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account no way limit any of the Company, shall be equal 's obligations to pay the number of shares stated in such managing underwriter’s letterSecurities according to their terms.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Dateat any time, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten twenty (1020) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b16.3(b), the Company will use its Reasonable Commercial Efforts best efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 16.2, (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities, without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 16.2 and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration, without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 16.2. No registration effected under this Section 16.3 shall relieve the Company of its obligation to effect any registration upon request under Section 16.2, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 16.2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.316.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 16.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares other shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Sharesother shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares other shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares other shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year at any time after the Base Dateone year anniversary of the closing of an IPO, the REIT proposes to register any of its securities REIT Shares under the Securities Act of 1933, as amended (other than "1933 Act") (except for registration of shares solely in connection with an employee benefit plan or a transaction contemplated by Rule 145(amerger or consolidation) promulgated under the Securities Act in any public offering, whether or pursuant to registration on Form S-4 or S-8 or any successor forms) whether not for sale for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asaccount, “Other Shares”), the Company shall it will at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities Class B Limited Partners which hold OP Units (each a "Holder") of its intention to do soso and of the Holder's rights under this Section. The holders Upon the written request of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice a Holder made within ten (10) 30 days after the receipt of any such notice (which request shall specify the Registrable Securities number of REIT Shares intended to be disposed of by such holder). Except as set forth in Section 8.3(bthe Holder), the Company REIT will use its Reasonable Commercial Efforts all reasonable efforts to effect the registration under the Securities 1933 Act and applicable state securities laws of all of the Registrable Securities REIT Shares in connection therewith which the Company REIT has been so requested to register by such holder, to a Holder. If the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities managing underwriter for any underwritten offering in the a registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform in writing the Company by letter REIT and the Holders of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired securities requested to be included in such registration statement and/or distribution (if would materially and adversely affect its ability to effect such offering, then the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included REIT will include in such registration and/or distribution, together with the number which the REIT is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the REIT to be sold for its own account, and second, such REIT Shares and other securities of securities the REIT requested to be included in such registration and/or distribution for by persons exercising their incidental registration rights, pro rata on the account basis of the Company, shall be equal to the number of shares stated of such securities so proposed to be sold and so requested to be included. The registration rights granted hereunder shall apply only to REIT Shares acquired by a Holder from the REIT in redemption of OP Units, excluding (i) REIT Shares for which a registration statement relating to the sale thereof shall have become effective under the 1933 Act and which have been issued to such managing underwriter’s letterHolder or disposed of by such Holder under such registration statement, (ii) REIT Shares sold by such Holder pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, or (iii) REIT Shares eligible for sale pursuant to Rule 144(k) (or any successor provision) promulgated under the 1933 Act.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company LVCI at any time proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, X-0 xx another form not available for registering the LVCI Stock for sale to the public) pursuant to a Qualified Public Offering (as contemplated such term is defined below), each such time it will give written notice to all holders of outstanding LVCI Stock of its intention so to do. Upon the written request of any such holder of LVCI Stock, received by this Section 8.3 and LVCI within 30 days after the giving of any such securities are notice by LVCI, to register any of the LVCI Stock, LVCI will use its best efforts to cause the LVCI Stock as to which registration shall have been so requested to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among included in the securities to be distributed covered by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed filed by such underwriters would interfere with LVCI, all to the successful marketing of extent requisite to permit the securities being distributed sale or other disposition by such underwriters (such letter to state the basis holder of such belief and the approximate LVCI Stock so registered. The number of such Registrable Securities, such Other Shares and shares held by the Company proposed so of LVCI Stock to be registered which included in such an underwriting may be distributed without such effect), then reduced (pro rata among the Company may, upon written notice to such holder, the other requesting holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with LVCI Stock based upon the number of shares of Common LVCI Stock desired to be included in owned by such registration statement and/or distribution (holders) if and to the extent stated by such that the managing underwriter to shall be necessary to eliminate of the opinion that such effect) inclusion would adversely affect the number marketing of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included sold by LVCI therein. Notwithstanding the foregoing provisions, LVCI may withdraw any registration statement referred to in such registration and/or distribution for the account of the Company, shall be equal this Article 11 without incurring any liability to the number holders of shares stated in such managing underwriter’s letterLVCI Stock.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year at any time on or after the Base Date and on or before the Expiration Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. ; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration, The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock Shares desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. 3.1. RIGHT TO INCLUDE (a"PIGGY-BACK") If REGISTRABLE SECURITIES. Provided that the CompanyRegistrable Securities have not been registered, for a period of six (6) years commencing one (1) year if at any time after the Base Datedate hereof but before the second anniversary of the date hereof, the Company proposes to register any of its securities under the Securities 1933 Act (other than by a registration in connection with an acquisition in a transaction contemplated by Rule 145(a) promulgated under manner which would not permit registration of Registrable Securities for sale to the Securities Act or pursuant to registration public, on Form S-4 or S-8 S-8, or any successor forms) whether for its own account form thereto, on Form S-4, or for the account of any holder or holders of its shares successor form thereto and other than Registrable Securities pursuant to Section 2), on an underwritten basis (any shares of such holder either best-efforts or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asfirm-commitment), “Other Shares”)then, the Company shall at will each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the all holders of Registrable Securities of its intention to do soso and of such holders of Registrable Securities' rights under this Section 3.1. The Upon the written request of any such holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bholders of Registrable Securities and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its Reasonable Commercial Efforts commercially reasonable best efforts to effect the registration under the Securities 1933 Act of all of the Registrable Securities which the Company has been so requested to register by such holderSecurities, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided that if, at any time after written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holders of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.1 shall relieve the Company of its obligation to effect any registration upon request under Section 2 except to the extent that any Registrable Securities are registered pursuant to such registration statement. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.33.1. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (ai) If Subject to the Companyprovisions of this Section 2.2(d), for a period of six (6) years commencing one (1) year after if the Base Date, Company at any time or from time to time following the Closing Date proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 (solely as to the issuance of the shares in the applicable business combination) or S-8 or any successor form to such forms) whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”)account, the Company shall deliver prompt written notice (which notice shall be given at each such time give prompt least fifteen (but not less than thirty (3015) calendar days prior to the anticipated effectiveness thereofsuch proposed registration) written notice to the holders of Registrable Securities all Purchasers of its intention to do soundertake such registration, describing in reasonable detail the proposed registration and distribution and of such Purchasers’ right to participate in such registration under this Section 2(d) as hereinafter provided. The holders Subject to the other provisions of Registrable Securities shall exercise this Section 2(d), upon the “piggy-back” rights provided herein by giving written notice request of any Purchaser made within ten (10) calendar days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed registered and the intended method of by such holder). Except as set forth in Section 8.3(bdisposition thereof), the Company will use its Reasonable Commercial Efforts to shall effect the registration under the Securities Act of all of the Registrable Securities which the Company has been requested by Purchasers to be so requested to register by such holderregistered (an “Incidental Registration”), to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement Registration Statement which covers the securities which the Company proposes to register. The Company will pay all register and shall cause such Registration Expenses in connection Statement to become and remain effective with each registration of respect to such Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the registration procedures set forth in Section 3. (ii) If the registration statement relating to the Incidental Registration is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities as part of its notice made pursuant to Section ‎2(d)(i). If the underwriter determines in good faith that marketing factors require a limitation of the number of shares (including Registrable Securities) to be underwritten, the number of Common Stock desired shares that may be included in the underwriting shall be allocated, first, to the Company, and second, to the Holders pro rata based on the total number of respective Registrable Securities to be included in such registration statement and/or distribution by the Holders; and third, to any shareholder of the Company (if and to other than a Holder) pro-rata, based on the extent stated by such managing underwriter to be necessary to eliminate such effect) the total number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been shares requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution by such shareholder. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. (iii) If at any time after giving written notice of its intention to register any securities and prior to the Effective Date of the Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the applicable Purchasers and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of the Purchasers to cause such registration to be effected as a registration under Section 2(c), and (B) in the case of a determination to delay such registration, the Company shall be permitted to delay the registration of such Registrable Securities for the account of same period as the Companydelay in registering such other securities; provided, however, that if such delay shall be equal extend beyond ninety (90) days from the date the Company received a request to the number of shares stated include Registrable Securities in such managing underwriter’s letterIncidental Registration, then the Company shall again give the Purchasers the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph.

Incidental Registration Rights. (a) If In addition to the Companyprovisions ------------------------------ contained in Section 3(b)(i), for a period of six (6) years commencing one (1) year if the Company shall at any time after the Base Date, proposes date hereof seek to register any of its securities under the Securities Act (other than for sale to the public in connection with a transaction contemplated by Rule 145(a) promulgated under an underwritten offering any of its equity securities and if the Securities Act or pursuant form of registration statement proposed to registration on Form S-4 or S-8 or any successor forms) whether for its own account or be used may be used for the account registration of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at on each such time give prompt (but not less than thirty (30) days occasion it shall promptly furnish Tracinda with prior to the anticipated effectiveness thereof) written notice to thereof. At the holders written request of Registrable Tracinda, given (y) at a time when Tracinda Beneficially Owns more than 5% of - the outstanding Voting Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice and (z) within ten (10) 5 days after the receipt of - such notice, to register any such notice (which request shall specify the of Tracinda's Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b)Securities, the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of cause such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered for which may be distributed without such effect)registration shall have been requested, then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and in an amount so as to permit the extent stated sale or other disposition by Tracinda as part of such managing underwriter to be necessary to eliminate such effect) the number underwritten public offering of such Registrable Securities and Other Shares as are registered, provided, -------- that if the registration and/or distribution of which managing underwriter shall have been requested by each holder thereof so that advise the resulting aggregate number of such Registrable Securities and Other Shares so included Company in such registration and/or distributionwriting that, together with in its opinion, the number of securities requested and otherwise proposed to be included in such registration and/or distribution for offering exceeds the account number which can be sold without adversely affecting the marketability of the Companyoffering, shall be equal the Company will include in such registration to the extent of the number of shares stated which the Company is so advised can be sold in such managing underwriter’s letteroffering, first, the securities ----- the Company proposes to sell for its own account in such registration and second, the Registrable Securities of Tracinda that Tracinda requested to be ------ included in such registration.

Incidental Registration Rights. (a) If at any time the Company, Company shall determine to proceed with the preparation and filling of a registration statement for a period common stock under the Securities Act in connection with the proposed offer and sale of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act by it or any of its security holders (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration statement on Form S-4 or S-4, S-8 or any successor forms) whether for its own account other lxxxxxx xurpose form or for relating to the account of any holder Company's warrants or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”securities issuable thereunder), the Company shall at each such time will give prompt (but not less than thirty (30) days prior written notice of its determination to the anticipated effectiveness thereof) Holder. Upon the written notice to request from the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice Holder, within ten (10) days after the receipt of any such notice (which request shall specify from the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b)Company, the Company will use its Reasonable Commercial Efforts will, subject to effect the provisions of Section 3(b), include all Shares requested by the Holder in such registration statement (and any related qualification under blue sky or state securities laws); provided, however, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the this Section 3. If any registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.33 shall be underwritten in whole or in part, the Company shall require that the Shares requested for inclusion pursuant to this Section 3 be included in the underwriting on the same terms and conditions, including lock-up provisions, as the securities otherwise being sold through the underwriters. (b) If Notwithstanding the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwritersforegoing, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter determines and advises that the inclusion of such the Shares proposed to be included in the underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such public offering, together with any other issued and outstanding securities proposed to be distributed included therein by such underwriters holders of securities other than the Holder who have registration rights which are pari passu 2 to the Holder, would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect)securities, then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares that the managing underwriter believes may be sold in such underwritten public offering shall be allocated for inclusion in the registration and/or distribution statement in the following order of which shall have been requested priority: (i) first, the securities being offered by each holder thereof so that the resulting aggregate number of such Registrable Securities Company, and Other Shares so included in such registration and/or distribution(ii) secondly, together with the number of securities Shares then owned by the Holder and other holders entitled to be included in such participate therein who have registration and/or distribution for the account of the Company, shall be equal rights which are pari passu to the number of shares stated Holder on a pro rata basis or such other basis as they shall have agreed. (c) The Company shall pay the expenses described in such managing underwriter’s letterSection 6 for registration statements filed pursuant to this Section 3.

Incidental Registration Rights. 3.1 Right To Include (a"Piggy-Back") If Registrable Securities. Provided that the CompanyRegistrable Securities have not been registered or if a registration statement has not been filed with respect to the Registrable Securities, for a period of six (6) years commencing one (1) year if at any time after the Base Datedate hereof but before the second anniversary of the date hereof, the Company proposes to register any of its securities under the Securities 1933 Act (other than by a registration in connection with an acquisition in a transaction contemplated by Rule 145(a) promulgated under manner which would not permit registration of Registrable Securities for sale to the Securities Act or pursuant to registration public, on Form S-4 or S-8 S-8, or any successor forms) whether for its own account form thereto, on Form S-4, or for the account of any holder or holders of its shares successor form thereto and other than Registrable Securities pursuant to Section 2), on an underwritten basis (any shares of such holder either best-efforts or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asfirm-commitment), “Other Shares”)then, the Company shall at will each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the all holders of Registrable Securities of its intention to do soso and of such holders of Registrable Securities' rights under this Section 3.1. The Upon the written request of any such holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bholders of Registrable Securities and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its Reasonable Commercial Efforts commercially reasonable best efforts to effect the registration under the Securities 1933 Act of all of the Registrable Securities which the Company has been so requested to register by such holderSecurities, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided that if, at any time after written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holders of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.1 shall relieve the Company of its obligation to effect any registration upon request under Section 2 except to the extent that Registrable Securities are registered and sold pursuant thereto. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.33.1. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. 3.1 RIGHT TO INCLUDE (a"PIGGY-BACK") If REGISTRABLE SECURITIES. Provided that the CompanyRegistrable Securities have not been previously registered, for a period of six (6) years commencing one (1) year if at any time after the Base Datedate hereof but before the second anniversary of the date hereof, proposes the Company shall determine to register any of its securities under the Securities 1933 Act (other than by a registration in connection with an acquisition in a transaction contemplated by Rule 145(a) promulgated under manner which would not permit registration of Registrable Securities for sale to the Securities Act or pursuant to registration public, on Form S-4 or S-8 S-8, or any successor forms) whether for its own account form thereto, on Form S-4, or for the account of any holder or holders of its shares successor form thereto and other than Registrable Securities pursuant to Section 2), on an underwritten basis (any shares of such holder either best efforts or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asfirm-commitment), “Other Shares”)then, the Company shall at will each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders all Holders of Registrable Securities of its intention to do soso and of such Holders of Registrable Securities' rights under this Section 3. 1. The holders Upon the written request of any such individual Holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bHolders of Registrable Securities and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its Reasonable Commercial Efforts commercially reasonable efforts to effect the registration under the Securities 1933 Act of all of the Registrable Securities which the Company has been so requested to register by such holderSecurities, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided that if, at any time after written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holder of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.1 shall relieve the Company of its obligation to effect any registration upon request under Section 2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.3. (b) If 3.1. The right provided the Company at any time proposes to register any Holders of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities pursuant to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, this Section shall be equal to the number of shares stated in such managing underwriter’s letterexercisable at their sole discretion.

Incidental Registration Rights. (a) If the Company, for a period of six at any time on or after the Vesting Date and on or before the five (6) years commencing one (15) year after anniversary of the Base Dateeffectiveness of the Offering, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “"Other Shares”"), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The ; provided, however, that in no event shall the Company have the obligation to send any such notice, and the holders of Registrable Securities shall exercise will not have any registration rights under this Section 8.3, if registration rights have been exercised two (2) times pursuant to this Section 8.3 (except if the “piggy-back” rights provided herein Company elected not to proceed with any such registrations, withdrew such registrations or otherwise failed to effect the offerings covered by giving such registrations). Upon the written notice request of any such holder of Registrable Securities made within ten twenty (1020) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts best efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The ; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company will shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay all the Registration Expenses in connection with each registration therewith), without prejudice, however, to the rights of the holders of Registrable Securities pursuant entitled to this request that such registration be effected as a registration under Section 8.3. 8.2, (bii) If in the Company at case of a determination to delay registration, shall be permitted to delay registering any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), without prejudice, however, to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing rights of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired Securities entitled to be included in request that such registration statement and/or distribution be effected as a registration under Section 8.2 and (if and iii) in the case of a determination to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Companywithdraw registration, shall be equal permitted to withdraw registration, without prejudice, however, to the number rights of shares stated in the holders of Registrable Securities entitled to request that such managing underwriter’s letter.registration be effected as a registration under

Incidental Registration Rights. 3.1 RIGHT TO INCLUDE (a"PIGGY-BACK") If REGISTRABLE SECURITIES. Provided that the CompanyRegistrable Securities have not been registered, for a period of six (6) years commencing one (1) year if at any time after the Base Datedate hereof but before the second anniversary of the date hereof, the Company proposes to register any of its securities under the Securities 1933 Act (other than by a registration in connection with an acquisition in a transaction contemplated by Rule 145(a) promulgated under manner which would not permit registration of Registrable Securities for sale to the Securities Act or pursuant to registration public, on Form S-4 or S-8 S-8, or any successor forms) whether for its own account form thereto, on Form S-4, or for the account of any holder or holders of its shares successor form thereto and other than Registrable Securities pursuant to Paragraph 2 hereof), on an underwritten basis (any shares of such holder either "best-efforts" or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as"firm-commitment"), “Other Shares”)then, the Company shall at will each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities Investor of its intention to do soso and of the Investor's rights under this Paragraph 3. 1. The holders Upon the written, request of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice Investor made within ten (10) 10 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bthe investor and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its Reasonable Commercial Efforts commercially reasonable best efforts to effect the registration under the Securities 1933 Act of all of the Registrable Securities which the Company has been so requested to register by such holderSecurities, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such the Registrable Securities in the registration statement Registration Statement which covers the securities which the Company proposes to register, provided that it at any time after written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Investor and, thereupon: (a) In the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Investor to request that such registration be effected as a registration under Paragraph 2 hereof; and (b) In the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Paragraph 3.1 shall relieve the Company of its obligation to effect any registration upon request under Paragraph 2 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.3. (b) If Paragraph 3.1, The right provided the Company at any time proposes Investor pursuant to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, Paragraph shall be equal to the number of shares stated in such managing underwriter’s letterexercisable at its sole discretion.

Incidental Registration Rights. 3.1 Right to Include (a"Piggy-Back") If Registrable Securities. Provided -------------------------------------------------------- that the CompanyRegistrable Securities have not been registered, for a period of six (6) years commencing one (1) year if at any time after the Base Datedate hereof but before the second anniversary of the date hereof, the Company proposes to register any of its securities under the Securities 1933 Act (other than by a registration in connection with an acquisition in a transaction contemplated by Rule 145(a) promulgated under manner which would not permit registration of Registrable Securities for sale to the Securities Act or pursuant to registration public, on Form S-4 or S-8 S-8, or any successor forms) whether for its own account form thereto, on Form S-4, or for the account of any holder or holders of its shares successor form thereto and other than Registrable Securities pursuant to Paragraph 2 hereof), on an underwritten basis (any shares of such holder either "best-efforts" or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as"firm-commitment"), “Other Shares”)then, the Company shall at will each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities Investor of its intention to do soso and of the Investor's rights under this Paragraph 3. 1. The holders Upon the written request of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice Investor made within ten (10) 10 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bthe Investor and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its Reasonable Commercial Efforts commercially reasonable best efforts to effect the registration under the Securities 1933 Act of all of the Registrable Securities which the Company has been so requested to register by such holderSecurities, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such the Registrable Securities in the registration statement Registration Statement which covers the securities which the Company proposes to register. The , provided that if, at any time after written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company will shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Investor and, thereupon: (a) In the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay all the Registration Expenses in connection with each therewith), without prejudice, however, to the rights of the Investor to request that such registration of Registrable Securities pursuant to this Section 8.3.be effected as a registration under Paragraph 2 hereof; and (b) If In the Company at case of a determination to delay registering, shall be permitted to delay registering any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of same period as the Company, delay in registering such other securities. 1. The right provided the Investor pursuant to this Paragraph shall be equal to the number of shares stated in such managing underwriter’s letterexercisable at its sole discretion.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any offer Covered Securities in a registered Company Offering for its own account, each such time it will promptly give written notice to the Shareholder Parties of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are intention so to be distributed by or through one or more underwritersdo, and, should Shareholder Parties take all actions requested of them in a timely fashion, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities will cause to be offered and sold by such holder among included in the securities to be distributed covered by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities Registration Statement proposed to be distributed by such underwriters would interfere filed in connection with the successful marketing registered Company Offering the Registrable Securities that are included in a written request of any Shareholder Party received by the Company within a timeframe specified by the Company (which shall be reasonable based on the nature and circumstances of the securities being distributed by Company Offering). If such underwriters (such letter registered Company Offering involves an underwriting, the Company shall so advise the Shareholder Parties as a part of the written notice given pursuant to state the basis of such belief this Section 3.4 and the approximate number right of any Shareholder Party to registration pursuant to this Section 3.4 shall be conditioned upon such Shareholder Party’s participation in such underwriting. In such event, if any Shareholder Party proposes to distribute any or all of its Registrable Securities, such Other Shares it shall (together with the Company and shares held any other Shareholder Parties so participating) enter into an underwriting agreement in the form approved by the Company proposed so with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 3.4, if there is an Underwriter Cutback, such limitation will be imposed first pro rata with respect to all securities whose holders have a contractual, incidental right to include such securities in the Registration Statement (other than the Shareholder Parties who shall be registered cut back pro rata only after such holders but before the Company) and as to which may be distributed without inclusion has been requested pursuant to such effect)right. Subject to the foregoing, then the Company mayshall be obligated to include in such Registration Statement only such limited portion of Registrable Securities with respect to which any Shareholder Party has requested inclusion hereunder. Notwithstanding the foregoing provisions, upon the Company may withdraw any Registration Statement referred to in this Section 3.4 without thereby incurring any liability to any Shareholder Party. If any Shareholder Party disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter or in such holderother manner as may be required by any underwriting agreement to which the Investor becomes a party in connection with such underwriting. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration and the Company Offering, and the other holders Registration Statement applicable to such registration shall not be available for use by such Investor in respect of such withdrawn Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year at any time on or after the Base Datefiling of the registration statement pertaining to the Qualified Offering and on or before December 31, 2010 proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten twenty (1020) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b7.3(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 7.2, (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 7.2 and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration, without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 7.2. No registration effected under this Section 7.3 shall relieve the Company of its obligation to effect any registration upon request under Section 7.2, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 7.2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.37.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 7.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes seeks to register under the Securities Act of 1933, as amended, for sale to the public in an underwritten offering any of its equity securities (other than a registration on Form S-4 or Form S-8, or any successor forms promulgated for similar purposes) and if the form of registration statement to be used may be used for the registration of Shares, on each such occasion it will promptly furnish Holder with prior written notice thereof. At the written request of Holder, given within ten days after the receipt of such notice, to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwritersShares, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for will cause such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired for which registration will have been requested, to be included in such registration statement and/or distribution (in an amount so as to permit the sale or other disposition by Holder as part of such underwritten public offering of such Shares as are registered, provided, that if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) advises the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included Company in such registration and/or distributionwriting that, together with in its opinion, the number of securities requested and otherwise proposed to be included in such offering exceeds the number that can be sold without adversely affecting the marketability of the offering, the Company will include in such registration to the extent of the number which the Company is so advised can be sold in such offering, first, the securities the Company proposes to sell in such registration, second, the securities IGT or its affiliates have requested to be included in such registration and/or distribution for (“IGT Securities”), and third, the account Shares, which, in the opinion of such managing underwriter, can be sold without having the Company, shall be equal adverse effect referred to above. If the registration is an underwritten offering and the managing underwriter advises the Company in writing that in its opinion the number of shares stated IGT Securities, Shares and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of IGT Securities, Shares and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holder of securities initially requesting such registration, without adversely affecting the marketability of the offering, the Company will include in such registration prior to the inclusion of any securities that are not IGT Securities, the number of IGT Securities requested to be included by the holders of IGT Securities pro rata among the respective holders thereof on the basis of the number of IGT Securities owned by each such holder. To the extent that in such opinion of the managing underwriter’s letterunderwriter after inclusion of all IGT Securities requested to be included that additional securities may be included, the Company will include in such registration prior to the inclusion of any such additional securities that are not Shares, the number of Shares requested to be included by the holders of Shares pro rata among the respective holders thereof on the basis of the number of Shares owned by each such holder.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after at any time prior to the Base Expiration Date, proposes to register any of its securities Common Stock under the Securities Act (other than pursuant to Sections 2 or 3 of this Agreement or pursuant to a registration statement on a form exclusively for the sale or distribution of securities by the Company to employees of the Company or its subsidiaries or for use exclusively in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor formsbusiness combination) whether or not for sale for its own account or account, and the registration form to be used may be used for the account registration of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those Shares, it will give prompt written notice to all Holders of the Company Company's intention to effect such a registration and not include in such registration all Registrable Securities) Shares with respect to which the Company has received written notice for inclusion therein within 20 days after the date of the Company's notice; provided that: (i) if, at any registration are referred time after giving written notice of its intention to herein asregister any shares and, “Other Shares”)prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such shares, the Company may, at its election, give written notice of such determination to each Holder requesting inclusion therein, and, thereupon, the Company shall be relieved of its obligation to register any Registrable Shares in connection with such time give prompt registration (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention obligation to do so. The holders pay the Registration Expenses in connection therewith); and (ii) if such registration shall be in connection with an underwritten public offering and the managing underwriter shall advise the Company in writing that in its opinion the number of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended shares requested to be disposed included in such registration exceeds the number of by such holder). Except as set forth securities which can be sold in Section 8.3(b)such offering or would have an adverse impact on the price of such securities, the Company will use its Reasonable Commercial Efforts to effect the shall include in such registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder(A) first, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The sell and, if such registration includes an underwritten secondary registration on behalf of holders of the Company's securities exercising demand registration rights, the securities requested to be included therein by such holders requesting such registration, in such proportions as the Company will pay all Registration Expenses in connection with each registration shall determine, and (B) second, the number (if any) of other securities of the Company (including, without limitation, Registrable Securities Shares) requested to be included pursuant to this Section 8.3. (b) If any incidental registration rights which in the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter opinion of such underwritten offering shall inform underwriter can be sold (and if, in the Company by letter opinion of its belief that inclusion in such registration statement and/or distribution of underwriter, some but not all or a specified number of such securities proposed may be so included, all holders of Common Stock requested to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce included therein shall share pro rata in accordance with the number of shares of Common Stock desired included in such underwritten public offering on the basis of the number of shares of Common Stock requested to be included in such registration statement and/or distribution therein). (if and iii) with respect to any unissued shares to be included therein, the Holder delivers a commitment to timely exercise the Option prior to the extent stated by effective date of the registration for inclusion therein of such managing underwriter to be necessary to eliminate such effectshares, if the Registration Statement does not otherwise contemplate a continuing or "shelf" registration of shares issuable under the Option; and (iv) the number of such Registrable Securities and Other Shares shares to be sold by the registration and/or distribution of which Holders is not less than 50,000 (subject to Anti-Dilutive Adjustments). (b) If any Registration pursuant to this Section 5 is an underwritten primary offering, the Company shall have been requested by each holder thereof so that the resulting aggregate number of right to select the managing underwriter to administer such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letteroffering.

Incidental Registration Rights. (a) If the Company, for For a period of six two (62) years commencing one (1following the termination of the Merger Agreement, in the event that the Company has failed to or is unable to file and maintain a Shelf Registration Statement as contemplated by Section 2(a) year after and until such failure or inability is remedied, if the Base Date, Company proposes to register (including for this purpose a registration effected by the Company for security holders of the Company other than any Holder) any Company Common Stock for sale under the Securities Act or effect or participate in an offering of its securities Company Common Stock under the Securities Act (other than (i) pursuant to Section 2 hereof, (ii) securities to be issued pursuant to a stock option or other employee benefit or similar plan, or (iii) securities proposed to be issued in exchange for securities or assets of, or in connection with a transaction contemplated by Rule 145(amerger or consolidation with, another corporation) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asshall, “Other Shares”)as promptly as practicable, the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders Holders of Registrable Securities of its the Company’s intention to do soeffect such registration or effect or participate in such an offering. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice If, within ten (10) days after the receipt of such notice, any such notice (which Holder submits a written request to the Company specifying the amount of Registrable Shares that it proposes to sell or otherwise dispose of in accordance with this Section 3, the Company shall specify use its reasonable best efforts to include the Registrable Securities intended Shares specified in the contemplated offering. If the offering is to be disposed made by or through underwriters, the Company, any selling Holder and such underwriter shall execute an underwriting agreement in customary form; provided, however, that if the Company and any selling Holder are advised in writing in good faith by the lead underwriter of the Company’s securities that the amount to be sold by such holder). Except as set forth in Section 8.3(bPersons other than the Company (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the offering (taking into consideration the interests of the Company and the Holders), the Company will use its Reasonable Commercial Efforts may reduce the amount offered for the accounts of Selling Stockholders (including such holders of Registrable Shares) to effect a number reasonably deemed satisfactory by such lead underwriter; provided that the shares that shall be excluded shall be excluded in the following order: (i) first, securities held by any Persons not having any contractual or incidental registration under the Securities Act of all rights in respect of the offering contemplated by this Section 3, (ii) second, Registrable Securities which Shares held by the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so Holders sought to be registered, by inclusion of such Registrable Securities included in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities offering pursuant to this Section 8.3. (b) If the 3 and Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are Common Stock sought to be distributed included in such offering by Persons having contractual or through one or more underwritersincidental “piggy-back” rights, the (iii) third, Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities Common Stock sought to be offered and sold by other Persons having demand registration rights with respect to such holder among the securities an offering and (iv) fourth, Company Common Stock sought to be distributed sold by such underwriters, provided that if the managing underwriter Company. Any reduction of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to Registrable Shares indicated under (ii) shall be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce made on a pro rata in accordance with basis based upon the aggregate number of shares of Company Common Stock desired sought to be included in such registration statement and/or distribution (if registered pursuant to this section by the relevant Holders and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letterother Persons.

Incidental Registration Rights. If at any time between the date hereof ------------------------------ and the Termination Date (aas the same may be extended pursuant to Section 2(d) If hereof), the Company, for a period of six (6) years commencing one (1) year after the Base Date, Company proposes to register any shares of its securities Common Stock under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under for sale to the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) public, whether for its own account or for the account of any holder or holders of its shares persons other than Glenmede ("Other Securities"), in an underwritten offering, on a form and in a manner which would permit the registration of Registrable Securities (any Shares which are shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”)Common Stock, the Company shall at each such time give Glenmede prompt written notice of the Company's intention, specifying the number of shares of Other Securities to be registered and the intended method of disposition. Glenmede, by written notice (but not less than thirty (30an "Incidental Registration Notice") days prior delivered to the anticipated effectiveness thereofCompany within fourteen (14) written notice to business days after Glenmede's receipt of the holders Company's notice, may request that the Company register that number of Registrable Securities Shares which are shares of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as Common Stock set forth in Section 8.3(b)the Incidental Registration Notice. On receipt of an Incidental Registration Notice, the Company will use its Reasonable Commercial Efforts reasonable efforts to effect the registration under the Securities Act of all of the Registrable Securities which Shares to be Registered in conjunction with the Company has been so requested to register by registration of such holder, to the extent Other Securities. (a) Glenmede shall be required to permit sell the disposition of the Registrable Securities so Shares to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities Registered pursuant to this Section 8.33 to the underwriters at the same price and on the same terms applicable to the Other Securities. (b) If the The Company may withdraw any registration statement filed as provided in this Section 3, at any time proposes before it becomes effective, without liability or obligation to register any Glenmede. (c) The number of its securities Shares to be Registered in a registration under the Securities Act as contemplated by this Section 8.3 and such securities are 3 may be reduced to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided extent that if the managing underwriter of such underwritten offering shall inform advise the Company by letter and Glenmede in writing that the inclusion of the total number of Shares to be Registered would adversely affect the orderly sale and distribution, or the price of, the Other Securities. (d) No registration of Registrable Shares effected under this Section 3 shall relieve the Company of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed obligations to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders effect registrations of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of Shares pursuant to Section 2 hereof. (e) The Company shall have no obligation under this Section 3 to register Registrable Shares which are not shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letterStock.

Incidental Registration Rights. (a) If the Company, for a period of six seven (67) years commencing one (1) year after from the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If the Company, for at any time on or after [●], 20174 and on or before the Expiration Date and to the extent there is not then a period current and effective registration statement under the Securities Act covering the exercise of six (6) years commencing one (1) year after the Base Datethis Warrant, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3.. 4 To be the date 180 days immediately following the effective date of the Offering (b) If the Company at any time on or after [●]5, 2017 and on or before the Expiration Date and to the extent there is not then a current and effective registration statement under the Securities Act covering the exercise of this Warrant, proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If at any time following a firm commitment initial public offering of Century's securities, Century shall determine to file a Registration Statement in connection with the Company, for a period of six (6) years commencing one (1) year after the Base Date, proposes to register any sales of its securities under the Securities Act by any holder of such securities (other than by the shareholders of Century, except Centennial, determined immediately prior to the Closing, as shown in Schedule 5.5(b) (the "Investors"), whether or not such Registration Statement will include newly-issued securities of Century, Century will give written notice of its determination to all the Warranting Shareholders that hold Century Shares (the "Holders"). Upon the receipt by Century of a written request of a Holder given within twenty (20) days after the giving of any such notice by Century, Century will use its best efforts to cause all such Century Shares, the Holders of which have so requested registration thereof, to be included in such Registration Statement, subject to the limitations set forth below. The Holders shall agree to any Lock-Up Agreement that other holders of shares of Common Stock of Century agree to in connection with the offering; provided that no Holder shall be required to sign a transaction contemplated Lock-Up Agreement more restrictive than the Lock-Up Agreement required to be signed by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account other holder of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but Century. If Centennial is not those of required to sign a Lock-Up Agreement, no Holder shall be required to do so. If the Company and not Registrable Securities) with respect Registration Statement is to any registration are referred to herein as, “Other Shares”)cover a distribution that is underwritten, the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts best efforts to effect cause the registration under the Securities Act of all of the Registrable Securities which the Company has been so Century Shares requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by for inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are 11 to be distributed by or through one or more underwriters, included in the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all underwriting on the Registrable Securities to be offered same terms and sold by such holder among conditions as the securities to be distributed by such otherwise being sold through the underwriters. If, provided that if in the good faith judgment of the managing underwriter of such underwritten offering shall inform public offering, the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number some of such the Century Shares requested for inclusion pursuant to this Section 11 and any other securities proposed to be distributed by registered pursuant to such underwriters Registration Statement would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect)offered, then the Company maynumber of Century Shares and other securities to be included in the offering shall be reduced to the extent required by the managing underwriter; provided that any such reduction shall be applied pro-rata among all selling security-holders (including but not limited to the Holders), based upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired Century Shares and other securities owned by such selling security-holders and sought to be registered pursuant to such Registration Statement. (b) Century shall pay all costs, fees and expenses in connection with all Registration Statements filed pursuant to this Agreement, including Century's legal and accounting fees, printing expenses, reasonable blue sky fees and expenses, but excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions. (c) Century's obligation under this Agreement shall be conditioned upon a timely receipt by Century in writing of information as it may reasonably require from each of the Holders, or any underwriter for any of them, in connection with the preparation of a Registration Statement filed pursuant to this Agreement, including any post-effective amendment to such Registration Statement, and the sale of the Shares by the Holders, it being understood that such information shall relate to such Holder and such Holder's ownership of Century Shares and not to any other information relating to Century or customarily provided by the issuer in connection with such offering. (d) Century will indemnify each Holder of Century Shares included in such the registration statement and/or distribution (if and to the extent stated customarily provided in offerings registered under the Securities Act of 1933. However, such indemnification shall not extend to any information provided in writing by any such managing underwriter Holder relating to be necessary to eliminate such effect) the number his ownership of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letterCentury Shares.

Incidental Registration Rights. (ai) If the Company, for a period of six at any time on or before the five (6) years commencing one (15) year after anniversary of the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or comparable forms used by foreign private issuers or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b8(c)(ii), the Company will use its Reasonable Commercial Efforts best efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holderholder or the issuance of the Warrant Shares at the election of a Majority of the holders, to the extent required requisite to permit the disposition of the Registrable Securities so to be registeredregistered or the issuance of the Warrant Shares, by inclusion of such Registrable Securities or the issuance of the Warrant Shares in the registration statement which covers the securities which the Company proposes to register; provided, however, that the Company shall not be obligated to register the issuance of the Warrant Shares on Form F-3, or such other successor form, if the Company is not eligible to use Form F-3 for such purpose; provided, further, if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities or the issuance of the Warrant Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities or the issuance of the Warrant Shares for the same period as the delay in registering such other securities (including the Other Shares). No registration effected under this Section 8(c) shall relieve the Company of its obligation to file the post-effective amendment to the registration statement under Section 8(b), nor shall such registration hereunder be deemed to have been effected pursuant to Section 8(b). The Company will pay all Registration Expenses in connection with each registration of Registrable Securities or the issuance of the Warrant Shares pursuant to this Section 8.38(c). (bii) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 8(c) and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter; provided, however, that in the event such registration statement relates to the exercise of demand registration rights by the owners of the Other Shares, such Other Shares shall not be cut back pro rata and shall be included in their entirety in the registration statement and the number of Registrable Securities included in the registration statement shall be cut back to the extent stated by the managing underwriter.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act of 1933, as contemplated amended (other than a registration on Form S-4 or S-8, or any successor or similar forms), it will at such time promptly give notice to the Retiring Chairman of its intention to do so (the "Registration Notice"). The Company will use its reasonable best efforts to include in the proposed registration statement, at the Retiring Chairman's expense (insofar as such inclusion results in any incremental expenses), all shares of Common Stock held by the Retiring Chairman that the Company is requested in writing, within 15 calendar days after the Registration Notice is given, to register by the Retiring Chairman; provided, however, that the incidential registration rights of this Section 8.3 and 7(e) shall only be applicable, if (x) such securities are inclusion is not restricted by any agreement, covenant or undertaking to be distributed by or through one or more underwriters, which the Company willis then subject and (y) any sales of shares by the Retiring Chairman pursuant to such registration are effected in compliance with the restrictions of Section 7(d) above; provided further, if requested by a holder of Registrable Securitiesthat, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering for a registration pursuant to this Section 7(e) shall inform advise the Company by letter that, in its judgment, the number of its belief that inclusion securities requested to be included in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with exceeds the number of shares of Common Stock desired (the "Permitted Sale Number") that can be sold in an orderly manner in such offering within a price range acceptable to the Company, or that inclusion of any of the Retiring Chairman's shares of Common Stock would otherwise be detrimental to the effectuation of the Company's offering on a basis satisfactory to the Company, the Company shall include in such offering (i) first, all the securities the Company proposes to register for its own account and (ii) second, to the extent that the shares of Common Stock to be included in such registration statement and/or distribution (if and by the Company are less than the Permitted Sale Number, or to the extent stated by that such managing underwriter to shares of the Retiring Chairman can be necessary to eliminate included without having such detrimental effect) the number , all shares of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been Common Stock requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included by the Retiring Chairman. The Retiring Chairman agrees to take such actions or refrain from taking such actions as may be reasonably requested by the Company to effect the registered offerings described in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letterthis Section 7(e).

Incidental Registration Rights. 3.1 Right to Include (a"Piggy-Back") If Registrable Securities. Provided that the CompanyRegistrable Securities have not been registered, for a period of six (6) years commencing one (1) year if at any time after the Base Datedate hereof but before the second anniversary of the date hereof, the Company proposes to register any of its securities under the Securities 1933 Act (other than by a registration in connection with an acquisition in a transaction contemplated by Rule 145(a) promulgated under manner which would not permit registration of Registrable Securities for sale to the Securities Act or pursuant to registration public, on Form S-4 or S-8 S-8, or any successor forms) whether for its own account form thereto, on Form S-4, or for the account of any holder or holders of its shares successor form thereto and other than Registrable Securities pursuant to Section 2), on an underwritten basis (any shares of such holder either best-efforts or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asfirm-commitment), “Other Shares”)then, the Company shall at will each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the all holders of Registrable Securities of its intention to do soso and of such holders of Registrable Securities' rights under this Section 3.1. The Upon the written request of any such holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bholders of Registrable Securities and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its Reasonable Commercial Efforts commercially reasonable efforts to effect the registration under the Securities 1933 Act of all of the Registrable Securities which the Company has been so requested to register by such holderSecurities, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided that if, at any time after written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration affected under this Section 3.1 shall relieve the Company of its obligation to affect any registration upon request under Section 2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.3. (b) If 3.1. The right provided the Company at any time proposes to register any Holders of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities pursuant to this Section shall be offered exercisable at their sole discretion and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion will in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account no way limit any of the Company, shall be equal 's obligations to pay the number of shares stated in such managing underwriter’s letterSecurities according to their terms.

Incidental Registration Rights. (a1) If The Company agrees that at any time it proposes to register any of its Common Stock under the Securities Act on Form S-1 or any other form of registration statement then available for the registration under the Securities Act of securities of the Company and which is appropriate for the inclusion therein of the Warrant Shares as herein contemplated, it will give written notice to the Holder of its intention so to do and upon the written request of the Holder given within 30 days after receipt of any such notice from the Company, for a period the Company will in each instance use its best efforts to cause all Warrant Shares relating to the Warrant held by the Holder (collectively, the "Eligible Securities") to be registered under said Securities Act and registered or qualified under any State securities law; provided, however, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of six (6) years commencing one (1) year after the Base Date, proposes Company to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or Form S-8 or any successor or similar forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as; provided, “Other Shares”)however, that the Company shall at each such time give prompt (but not less than thirty (30) days prior have the right to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect postpone or withdraw the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities effected pursuant to this Section 8.3. paragraph (bj) If without obligation to any holder. The inclusion of the Eligible Securities will be on the same terms and conditions as the comparable securities, if any, otherwise being sold by underwriters under such registration, or on terms and conditions comparable to those normally applicable to offerings of such securities in reasonably similar circumstances in the event that no securities comparable to the Eligible Securities are being sold through underwriters under such registration; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed underwriting than, in the reasonable opinion of the Company's underwriter can be accommodated without adversely affecting the proposed underwriting, then the amount of Warrant Shares proposed to be offered by such holders for registration, as well as the number of Securities of any other selling shareholders and the number of Securities being registered by the Company at shall be proportionately reduced to a number deemed to be satisfactory to the managing underwriter. Nothing in this paragraph (j) shall be deemed to require the Company to proceed with any time proposes to register any registration of its securities under after giving the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letterherein provided.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, Company proposes to register any of its securities Equity Securities under the Securities Act for its own account (other than (i) pursuant to Section 3.1 hereof, (ii) securities to be issued pursuant to a stock option or other employee benefit or similar plan, and (iii) securities proposed to be issued in exchange for securities or assets of, or in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act merger or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asconsolidation with, “Other Shares”another corporation), the Company shall at each such time shall, as promptly as practicable, give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders Registering Shareholders of Registrable Securities of its the Company's intention to do soeffect such registration. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice If, within ten (10) 15 days after the receipt of any such notice (which notice, a Registering Stockholder submits a written request shall specify to the Registrable Company specifying the amount of Equity Securities intended that it proposes to be disposed sell or otherwise dispose of by such holder). Except as set forth in accordance with this Section 8.3(b)3.2, the Company will shall use its Reasonable Commercial Efforts best efforts to effect include the securities specified in the Registering Stockholder's request in such registration. If the offering pursuant to such registration under statement is to be made by or through underwriters, the Securities Act of all of the Registrable Securities which managing underwriters shall be chosen by the Company has been so requested to register by such holder, and shall be reasonably satisfactory to the extent required to permit Registering Shareholders and the disposition of Company, and the Registrable Securities so to be registered, by Registering Shareholders and such underwriter shall execute an underwriting agreement in customary form. If the managing underwriter reasonably determines in good faith and advises the Registering Shareholders in writing that the inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Equity Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters included would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect)registered, then the Company may, and the Registering Shareholders shall negotiate in good faith to agree upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata an equitable adjustment in accordance with the number or amount of shares securities of Common Stock desired each to be included in such registration statement and/or distribution underwriting (if provided that in the event that the Company and the Registering Shareholders are unable to the extent stated by such managing underwriter to be necessary to eliminate such effect) agree upon an equitable adjustment in the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number or amount of securities of each to be included in such registration and/or distribution for the account of the Companyunderwriting, shall be equal to then the number of shares stated securities which the Company and the Registering Shareholders propose to register shall be reduced pro rata (based upon the respective market values of each party's respective share of the total number of securities proposed to be registered). No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1. If the Registering Shareholders are permitted to participate in a proposed offering pursuant to this Section 3.2, the Company thereafter may determine either not to file a registration statement relating thereto, or to withdraw such managing underwriter’s letterregistration statement, or otherwise not to consummate such offering, without any liability hereunder. Any underwriters participating in a distribution of the Subject Securities pursuant to Sections 3.1 and 3.2 hereof shall use all reasonable efforts to effect as wide a distribution as is reasonably practicable, and in no event shall any sale of Subject Securities be made knowingly to any person (including its Affiliates and any group in which that person or its Affiliates shall be a member, or the Registering Shareholders or the underwriters know of the existence of such a group or Affiliate) that, immediately prior to giving effect to any such sale, beneficially owned Equity Securities representing five percent (5%) or more of the Total Voting Power. The Registering Shareholders and the Company shall use all reasonable efforts to secure the agreement of the underwriters, in connection with any underwritten offering of its Equity Securities, to comply with the foregoing.

Incidental Registration Rights. (a) If The ESOP has incidental registration rights as described in Section 4(b) (the Company"Incidental Rights") with respect to all of the shares of ESOP Stock, for a period of six (6) years commencing one (1) year after the Base first anniversary of the Closing Date, and before the second anniversary of the Closing Date. (b) After the first anniversary of the Closing Date, and before the second anniversary of the Closing Date, each time ASI proposes to register any of its equity securities under the Securities Act (other than in connection with a registration effected solely to implement an employee benefit or stock option plan, to sell shares obtained under any employee benefit or stock-option plan or a transaction contemplated by to which Rule 145(a) promulgated 145 or any other similar rule of the Commission under the Securities Act is applicable, or pursuant to a registration on Form S-4 or S-8 or any successor forms) whether for its own account or form which is not available for the account registration of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”ESOP Stock), the Company shall at each such time ASI will give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities ESOP Trustee of its intention to do so. The holders ESOP Trustee may give ASI a written request to register all or some of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving ESOP Stock in the registration described in the written notice from ASI, provided that such written request is given within ten (10) 20 days after the receipt of any such notice (which from ASI, with such request shall specify stating the Registrable Securities number of shares of ESOP Stock to be disposed of and the intended method of disposition of such ESOP Stock. Upon receipt of such request, ASI will use its best efforts to cause promptly all such shares of ESOP Stock intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration be registered under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required as to permit its sale or other disposition in accordance with the disposition intended methods set forth in the request for registration; PROVIDED, HOWEVER, that if the registration relates to an underwritten offering, (i) the ESOP Trustee's right to have shares of the Registrable Securities so to be registered, by inclusion of such Registrable Securities ESOP Stock included in the registration statement which covers will be contingent upon the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters ESOP Trustee agreeing to include all such ESOP Stock in the Registrable Securities to be offered offering and sold by such holder among the securities to be distributed by such underwritersentering into an underwriting agreement as provided in Section 6, provided that and (ii) if the managing underwriter of such underwritten offering shall inform determines reasonably and in good faith in writing that the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter shares of ESOP Stock as to state which the basis of such belief and ESOP Trustee has requested registration would adversely affect the approximate number of such Registrable Securitiesoffering, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares to be registered will be reduced to the extent necessary to reduce the total number of Common Stock desired shares to be included in such registration statement and/or distribution (if and offering to the extent stated amount recommended by such managing underwriter underwriter. Any reduction under clause (ii) will be made against all persons (other than ASI) who have elected to be necessary to eliminate such effect) the number include shares of such Registrable Securities and Other Shares Common Stock in the registration and/or distribution pursuant to the exercise of which shall have been requested incidental registration rights granted by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included ASI, in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal proportion to the number of shares stated that each had been entitled to request, and had requested, ASI to include in such managing underwriter’s letterthe registration. The Incidental Rights under this section apply to a registration to be effected for securities to be sold for the account of ASI, as well as a registration statement which includes securities to be offered for the account of other holders of ASI equity securities.

Incidental Registration Rights. 2.1 Right To Include (a“Piggy-Back”) If Registrable Securities. Provided that the CompanyRegistrable Securities have not been registered, for a period of six (6) years commencing one (1) year if at any time after the Base Datedate hereof but before the second anniversary of the date hereof, the Company proposes to register any of its securities under the Securities 1933 Act (other than by a registration in connection with an acquisition in a transaction contemplated by Rule 145(a) promulgated under manner which would not permit registration of Registrable Securities for sale to the Securities Act or pursuant to registration public, on Form S-4 or S-8 S-8, or any successor forms) whether for its own account form thereto, on Form S-4, or for the account of any holder or holders of its shares successor form thereto and other than Registrable Securities pursuant to Section 2), on an underwritten basis (any shares of such holder either best-efforts or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asfirm-commitment), “Other Shares”)then, the Company shall at will each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the all holders of Registrable Securities of its intention to do soso and of such holders of Registrable Securities' rights under this Section 3.1. The Upon the written request of any such holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bholders of Registrable Securities and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its Reasonable Commercial Efforts commercially reasonable best efforts to effect the registration under the Securities 1933 Act of all of the Registrable Securities which the Company has been so requested to register by such holderSecurities, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided that if, at any time after written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holders of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.1 shall relieve the Company of its obligation to effect any registration upon request under Section 2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.3. (b) If 3.1. The right provided the Company at any time proposes to register any Holders of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities pursuant to this Section shall be offered exercisable at their sole discretion and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion will in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account no way limit any of the Company, shall be equal 's obligations to pay the number of shares stated in such managing underwriter’s letterSecurities according to their terms.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing at any time on or after the one (1) year after anniversary of the Base Date and on or before the five (5) year anniversary of the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), each such time the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten twenty (1020) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts best efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2, (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2 and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration, without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2. No registration effected under this Section 8.3 shall relieve the Company of its obligation to effect any registration upon request under Section 8.2, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 8.2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters holders of Registrable Securities or Other Shares would interfere with the successful marketing of the securities being distributed by such underwriters the Company (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect) (the “Underwriter’s Letter”), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock Shares desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriterthe Underwriter’s letterLetter.

Incidental Registration Rights. (a) If at any time the Company, for Company shall determine to proceed with the preparation and filling of a period registration statement under the Securities Act in connection with the proposed offer and sale of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act by it or any of its security holders (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration statement on Form S-4 or S-4, S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”limited xxxxxxx form), the Company shall at each such time will give prompt (but not less than thirty (30) days prior written notice of its determination to the anticipated effectiveness thereof) Holder. Upon the written notice to request from the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice Holder, within ten (10) days after the receipt of any such notice (which request shall specify from the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b)Company, the Company will use its Reasonable Commercial Efforts will, subject to effect the provisions of Section 3(b), include all Shares requested by the Holder in such registration statement (and any related qualification under blue sky or state securities laws); provided, however, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the 3 this Section 3. If any registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.33 shall be underwritten in whole or in part, the Company shall require that the Shares requested for inclusion pursuant to this Section 3 be included in the underwriting on the same terms and conditions, including lock-up provisions, as the securities otherwise being sold through the underwriters. (b) If Notwithstanding the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwritersforegoing, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter determines and advises that the inclusion of such the Shares proposed to be included in the underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such public offering, together with any other issued and outstanding securities proposed to be distributed included therein by such underwriters holders of securities other than the Holder who have registration rights which are pari passu to the Holder, would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect)securities, then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares that the managing underwriter believes may be sold in such underwritten public offering shall be allocated for inclusion in the registration and/or distribution statement in the following order of which shall have been requested priority: (i) first, the securities being offered by each holder thereof so that the resulting aggregate number of such Registrable Securities Company, and Other Shares so included in such registration and/or distribution(ii) secondly, together with the number of securities Shares then owned by the Holder and other holders entitled to be included in such participate therein who have registration and/or distribution for the account of the Company, shall be equal rights which are pari passu to the number of shares stated Holder on a pro rata basis or such other basis as they shall have agreed. (c) The Company shall pay the expenses described in such managing underwriter’s letterSection 6 for registration statements filed pursuant to this Section 3.

Incidental Registration Rights. (a) If the Company, for a period at any time on or after the Base Date through the fourth anniversary of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b8.2(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.38.2. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 8.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) 6.1 If the Company, for a period of six (6) years commencing one (1) year after the Base Date, Corporation at any time proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for sale for its own account or for the account of any holder or holders other person, it shall give written notice (the "Corporation's Notice") to each of the Other Shareholders of its shares other than Registrable Securities intention to do so at least fifteen (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (3015) days prior to the anticipated effectiveness thereoffiling of a registration statement with respect to such registration with the Securities and Exchange Commission (the "Commission"). If either (or both) written notice of the Other Shareholders desires to exercise his registration rights hereunder with respect to his Shares, he may demand the registration of his Shares in connection with the Corporation's registration at no cost or expense to the holders of Registrable Securities of its intention Other Shareholder (including without limitation, for filing fees, attorney fees or any other items) be delivering to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice Corporation, within ten thirty (1030) business days after the receipt delivery of any the Corporation's Notice, written notice of such notice request (which request shall specify the Registrable Securities intended "Shareholder's Notice") stating the number of Shares to be disposed of by such holder)registered. Except as set forth in Section 8.3(b), the Company will The Corporation shall use its Reasonable Commercial Efforts commercially reasonable best efforts to effect cause all Shares specified in the registration Shareholder's Notice to be registered under the Securities Act of all of 1933, as amended (the Registrable "Securities which the Company has been Act"), so requested to register by such holder, to the extent required as to permit the sale or other disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3Shareholder. (b) 6.2 If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten public offering shall inform advises the Company by letter of its belief Corporation in writing that the inclusion in such registration statement and/or distribution the offering of some or all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so sought to be registered by the Other Shareholder(s) creates a significant risk that the price per share which may the Corporation will derive from such offering will be distributed without such effect)adversely affected, then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with or that the number of shares sought to be registered is too large a number to be reasonably sold, then Magellan and the Other Shareholders will proportionally decrease the number of Common Stock desired their Shares to be included in such offering so that no more than the number of Shares as the managing underwriter advises can be sold without such adverse impact will be included. 6.3 The Corporation may, for any reason and without the consent of the Other Shareholders, determine not to proceed with any registration and abandon the proposed offering, whereupon the Corporation shall be relieved of any further obligations under the terms of this Section 6 to proceed with such registration or offering. 6.4 At any time more than 270 days following an offering of Common Stock of the Corporation, the Other Shareholders shall be entitled to cause the Corporation to file, by demand made jointly or individually by the Other Shareholders (the "Shareholder Demand"), at no cost or expense to them (including without limitation, for filing fees, attorney fees or any other items), an additional registration statement and/or distribution with the Commission to cover all, but not less than all, of their unregistered Shares of the same class of Shares; provided however, that if a Shareholder Demand is made independently by one of the Other Shareholders and the second Other Shareholder elects not to join in the Shareholder Demand, such second Other Shareholder shall be barred from making a Shareholder Demand for a period of eighteen (if and 18) months after the expiration of the effectiveness of the registration statement filed in connection with the earlier Shareholder Demand. 6.4.1 If all of the Shares sought to be registered under any Shareholder Demand can be lawfully sold immediately (i.e., without reduction in quantity due to volume restrictions) pursuant to Rule 144 or Rule 144A of the extent stated Securities Act, then the Corporation shall notify the Shareholder submitting such Shareholder Demand that Rule 144 or Rule 144A, as applicable, is available, in which event, the Corporation shall not be required to register such Shares. 6.4.2 The Other Shareholders shall not be entitled to make or participate in more than one Shareholder Demand, notwithstanding any subsequent acquisition by either of them of additional, unregistered Shares. 6.5 Pursuant to any registration subject to a Shareholder's Notice or Shareholder Demand, the Corporation shall use its commercially reasonable best efforts to register or qualify the shares covered by such managing underwriter registration statement under such state securities, blue sky or other applicable laws of such jurisdictions as each Shareholder with Shares to be covered by the registration shall reasonably request to enable such Shareholder to consummate the public sale or other disposition of the Shares owned by such Shareholder; provided that the Corporation shall not be required in connection therewith or as an election thereto to qualify to do business or to file a general consent to service in any such jurisdiction. Notwithstanding the foregoing, such Shareholder shall have the right to require the Corporation to complete a registration in any or all of the states listed on Schedule 6.5 regardless of whether the Corporation is required thereby to file a qualification to do business or a consent to service of process. 6.6 Upon receipt of a written notice from the Corporation to suspend sales to permit the Corporation to correct or update a registration statement or prospectus, each of the Shareholders shall not (until further notice, not more than ninety (90) days following the date of the notice to suspend sales) effect any sales of his Shares. 6.7 Following the effective date of a registration statement filed by the Corporation hereunder, the Corporation shall prepare and file with the Commission such amendments and supplements to such registration statement and the prospectuses used in connection therewith as may be necessary to eliminate keep such effectregistration statement effective and current, until the earlier of (i) the number sale of all securities offered for sale pursuant to the registration statement, or (ii) one hundred eighty (180) days after the effective date of the registration statement. 6.8 Immediately after the date on which a registration statement filed by the Corporation under the Securities Act becomes effective, the Corporation shall use its commercially reasonable best efforts to file with the Commission all reports, financial statements and other documents and to take all other actions necessary to make available current public information with regard to the Corporation to enable the Shareholders to make sales of Shares pursuant to Rule 144 and/or Rule 144A of the Commission under the Securities Act. 6.9 If the Corporation files a registration statement in connection with an underwritten public offering, each of the Shareholders, if so requested by the managing underwriter of such Registrable Securities and Other Shares the registration and/or public offering, shall not effect any sale or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other any Shares so included in (except pursuant to such registration and/or distribution, together with statement) of the number of securities to be included in such registration and/or distribution for the account capital stock of the Company, shall be equal whether now owned or hereafter acquired, during the period commencing with the effective date of such registration statement and ending on the close of business on the one hundred and eightieth (180th) day thereafter or such time as the registration statement is withdrawn, whichever is earlier. 6.10 Notwithstanding anything to the number contrary contained herein, any Other Shareholder who elects to have his Shares registered for sale hereunder, shall bear all fees and expenses of shares stated any counsel engaged by such Other Shareholder in such managing underwriter’s letterconnection therewith, and all underwriting discounts, brokerage fees or commissions relating to the sale of his Shares.

Incidental Registration Rights. (a) If the Company, Company proposes to file a registration statement with the Commission for a period public offering and sale of six (6) years commencing one (1) year after any equity securities issued by the Base Date, proposes to register any of its securities under the Securities Act Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration statement on Form S-4 or S-8 or Form S-4, or their successors, or any successor forms) whether other form for its own account a similar limited purpose, or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred statement covering only securities proposed to herein asbe issued in exchange for securities or assets of another corporation) at any time and from time to time, “Other Shares”)it will, the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) such filing, give written notice to the holders of Registrable Securities Holder of its intention to do so. The holders so and, upon written request of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice such Holder given within ten (10) 20 days after the receipt of any Company provides such notice (which request shall specify state the Registrable Securities intended to be disposed method of by such holder). Except as set forth in Section 8.3(bdisposition of the Warrant Shares), the Company will shall use its Reasonable Commercial Efforts best efforts to effect the registration under the Securities Act of cause all of the Registrable Securities Warrant Shares which the Company has been so requested by the Holder to register by such holder, under the Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this section without obligation to any Holder. In connection with any registration under this section involving an underwriting, the Company shall not be required to permit include any Warrant Shares in such registration unless the disposition Holder accepts the terms of the Registrable Securities so underwriting as agreed upon between the Company and the underwriters selected by it. If in the opinion of the managing underwriter it is appropriate because of marketing factors to limit the number of Warrant Shares to be included in the offering, or to exclude them altogether, then the Company shall be required to include in the registration only that number of Warrant Shares, if any, which the managing underwriter believes should be included therein; provided that no persons or entities other than the Company, the Holder and persons or entities holding registration rights shall be permitted to include securities in the offering. If the number of Warrant Shares to be included in the offering in accordance with the foregoing is less that the total number of shares which the Holder has requested to be included, then the Holder and other holders of securities entitled to include them in such registration shall participate in the registration pro rata based upon their total ownership of shares of common stock (giving effect to the conversion into shares of common stock of all securities convertible thereunto). If any Holder would thus be entitled to include more securities that such Holder requested to be registered, by inclusion of such Registrable Securities the excess shall be allocated among other requesting holders pro rata in the manner described in the preceding sentence. If the Holder disapproves of the terms of any underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (i) Covenants of the Company with respect to Registration The Company covenants and agrees as follows: (A) The Company shall pay all costs, fees and expenses in connection with any registration statement which covers ("Registration Statement") filed in relation to the securities which Warrant Shares, including, without limitation, the Company proposes to register. Company's legal and accounting fees and printing expenses. (B) The Company will pay take all necessary action which may be required in qualifying or registering the Warrant Shares included in any Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3Statement. (bC) If Any Holder, and its successors and assigns, shall severally and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company at within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim or damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any time proposes claim whatsoever) to register any of its securities which they may become subject under the Securities Act, the Exchange Act as contemplated by this Section 8.3 and such securities are to be distributed or otherwise, arising from information furnished by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter on behalf of such underwritten offering shall inform the Company by letter of Holder, or its belief that successors or assigns, for specific inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed Registration Statement. (D) Nothing contained in this Agreement shall be construed as requiring the Holder to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and exercise his Warrants prior to the extent stated by such managing underwriter to be necessary to eliminate such effect) initial filing of any Registration Statement or the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s lettereffectiveness thereof.

Incidental Registration Rights. (a) If In addition to the Companyprovisions contained in Section 1(b)(i), for a period of six (6) years commencing one (1) year if the Company shall at any time after the Base Date, proposes first anniversary of the Closing seek to register any of its securities under the Securities Act (other than for sale to the public in connection with a transaction contemplated by Rule 145(a) promulgated under the an underwritten offering any Voting Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether either for its own account or for the account of any holder one or holders of its shares more securityholders (other than Registrable a registration relating to Voting Securities (issued or granted pursuant to any shares employee or director stock-based plan or in connection with an acquisition by the Company), and if the form of such holder or holders (but not those registration statement proposed to be used may be used for the registration of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at on each such time give prompt (occasion as it shall furnish Purchaser with prior written notice thereof promptly, but not in any event less than thirty (30) 10 business days prior to from the anticipated effectiveness thereof) initial filing date. At the written notice to the holders request of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice Purchaser, given within ten (10) 5 days after the receipt of such notice, to register any such notice (which request shall specify the of Purchaser's Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b)Securities, the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of cause such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered for which may be distributed without such effect)registration shall have been requested, then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution so as to permit the sale or other disposition by Purchaser as part of such underwritten public offering (if and an "Incidental Registration"). Notwithstanding the foregoing, if, in addition to the extent stated by such managing underwriter Registrable Securities, the Incidental Registration is to include shares to be necessary offered by the Company for its own account, shares of Trust Beneficiaries having registration rights pursuant to eliminate Section 3.3(c)(v) of the Plan or shares of others persons with registration rights, and the Board of Directors of the Company believes, based on advice of a nationally recognized investment banking firm selected by the Company, that including all such effect) shares would be likely to have an adverse effect upon the price, timing or distribution of the shares included in the Incidental Registration, then only such number of such Registrable Securities and Other Shares shares, if any, as the registration and/or distribution of which Board shall have been requested by each holder thereof so that determine can be included without adversely affecting the resulting aggregate number of such Registrable Securities and Other Shares so offering shall be included in such registration and/or distributionthe offering, together with and the number of securities shares to be included in such registration and/or distribution for the account Incidental Registration will be allocated in the following priority: (x) all shares of the Company, Company and such Trust Beneficiaries shall be equal to included first, (y) all shares of Purchaser and the number of shares stated in such managing underwriter’s letter.Other Private Placement Purchaser shall be included

Incidental Registration Rights. 3.1 Right To Include (a"Piggy-Back") If Registrable Securities. Provided that the CompanyRegistrable Securities have not been registered, for a period of six (6) years commencing one (1) year if at any time after the Base Datedate hereof but before the second anniversary of the date hereof, the Company proposes to register any of its securities under the Securities 1933 Act (other than by a registration in connection with an acquisition in a transaction contemplated by Rule 145(a) promulgated under manner which would not permit registration of Registrable Securities for sale to the Securities Act or pursuant to registration public, on Form S-4 or S-8 S-8, or any successor forms) whether for its own account form thereto, on Form S-4, or for the account of any holder or holders of its shares successor form thereto and other than Registrable Securities pursuant to Section 2), on an underwritten basis (any shares of such holder either best-efforts or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein asfirm-commitment), “Other Shares”)then, the Company shall at will each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the all holders of Registrable Securities of its intention to do soso and of such holders of Registrable Securities' rights under this Section 3.1. The Upon the written request of any such holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(bholders of Registrable Securities and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its Reasonable Commercial Efforts commercially reasonable best efforts to effect the registration under the Securities 1933 Act of all of the Registrable Securities which the Company has been so requested to register by such holderSecurities, to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided that if, at any time after written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holders of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in REGISTRATION RIGHTS AGREEMENT BETWEEN LOGICA HOLDINGS INC. AND T SQUARED PARTNERS LLC AND T SQUARED INVESTMENTS LLC connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.1 shall relieve the Company of its obligation to effect any registration upon request under Section 2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 8.3. (b) If 3.1. The right provided the Company at any time proposes to register any Holders of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities pursuant to this Section shall be offered exercisable at their sole discretion and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion will in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account no way limit any of the Company, shall be equal 's obligations to pay the number of shares stated in such managing underwriter’s letterSecurities according to their terms.

Incidental Registration Rights. (a) If at any time following the Company, for a period of six (6) years commencing one (1) year after Closing Date the Base Date, Company proposes to register any offer Covered Securities in a registered Company Offering for its own account, each such time it will promptly give written notice to the Shareholder Parties of its intention so to do, and, should Shareholder Parties take all actions requested of them in a timely fashion, the Company will cause to be included in the securities under to be covered by the Securities Act (other than Registration Statement proposed to be filed in connection with the registered Company Offering the Registrable Securities that are included in a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account written request of any holder or holders of its shares other than Registrable Securities Shareholder Party received by the Company within a timeframe specified by the Company (any shares of such holder or holders (but not those which shall be reasonable based on the nature and circumstances of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”Offering). If such registered Company Offering involves an underwriting, the Company shall at each so advise the Shareholder Parties as a part of the written notice given pursuant to this Section 3.04 and the right of any Shareholder Party to registration pursuant to this Section 3.04 shall be conditioned upon such time give prompt Shareholder Party’s participation in such underwriting. In such event, if any Shareholder Party proposes to distribute any or all of its Registrable Securities, it shall (together with the Company and any other Shareholder Parties so participating and any other shareholders of the Company participating in such offering pursuant to a contractual, incidental right to participate therein) enter into an underwriting agreement in the form approved by the Company with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 3.04, if there is an Underwriter Cutback, such limitation will be imposed first pro rata with respect to all securities whose holders have a contractual, incidental right to include such securities in the Registration Statement (other than the Shareholder Parties who shall, subject to Section 5 of the Side Letter, be cut back pro rata only after such holders but not less than thirty (30before the Company) days prior and as to which inclusion has been requested pursuant to such right. Subject to the anticipated effectiveness thereof) foregoing, the Company shall be obligated to include in such Registration Statement only such limited portion of Registrable Securities with respect to which any Shareholder Party has requested inclusion hereunder. Notwithstanding the foregoing provisions, the Company may withdraw any Registration Statement referred to in this Section 3.04 without thereby incurring any liability to any Shareholder Party. If any Shareholder Party disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the holders of Company and the underwriter or in such other manner as may be required by any underwriting agreement to which the Shareholder Party becomes a party in connection with such underwriting. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration and the Company Offering, and the Registration Statement applicable to such registration shall not be available for use by such Shareholder Party in respect of its intention to do sosuch withdrawn Registrable Securities. The holders of Registrable Securities shall exercise Notwithstanding the “piggy-back” rights provided herein by giving written notice within ten foregoing, the Company hereby agrees that (10x) days from and after the receipt date hereof until the earlier of (A) termination of this Agreement and (B) the date that is two (2) years after the Closing Date, it will not grant any such notice Person (which request shall specify other than the Registrable Securities intended Shareholder Parties) any contractual, incidental rights to be disposed of participate in any Underwritten Offering requested by such holder). Except as set forth in Section 8.3(b)a Shareholder Party pursuant to this Article III and (y) from and after the date hereof until the date that is six months after the Closing Date, the Company will use its Reasonable Commercial Efforts to effect not grant any Person (other than the Shareholder Parties) any “demand”, “shelf underwritten demand” or other similar registration under the Securities Act of all of the Registrable Securities which rights that would require the Company has been so requested to register Covered Securities held by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities other Person and/or participate in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses any Underwritten Offering in connection with each registration of Registrable Securities pursuant to this Section 8.3respect thereof. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If the Company, for a period of six at any time on or after the Vesting Date and on or before the five (6) years commencing one (15) year after anniversary of the Base Dateeffectiveness of the Offering, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The ; provided, however, that in no event shall the Company have the obligation to send any such notice, and the holders of Registrable Securities shall exercise will not have any registration rights under this Section 8.3, if registration rights have been exercised two (2) times pursuant to this Section 8.3 (except if the “piggy-back” rights provided herein Company elected not to proceed with any such registrations, withdrew such registrations or otherwise failed to effect the offerings covered by giving such registrations). Upon the written notice request of any such holder of Registrable Securities made within ten twenty (1020) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts best efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The ; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company will shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay all the Registration Expenses in connection with each registration therewith), without prejudice, however, to the rights of the holders of Registrable Securities pursuant entitled to this request that such registration be effected as a registration under Section 8.3. 8.2, (bii) If in the Company at case of a determination to delay registration, shall be permitted to delay registering any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), without prejudice, however, to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing rights of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired Securities entitled to be included in request that such registration statement and/or distribution be effected as a registration under Section 8.2 and (if and iii) in the case of a determination to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Companywithdraw registration, shall be equal permitted to withdraw registration, without prejudice, however, to the number rights of shares stated in the holders of Registrable Securities entitled to request that such managing underwriter’s letter.registration be effected as a registration under

Incidental Registration Rights. (a) If the Company, for a period at any time on or after the six month anniversary of six the Base Date and on or before the seven (6) years commencing one (17) year after anniversary of the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or comparable forms used by foreign private issuers or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten twenty (1020) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts best efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2, (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2 and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration, without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2. No registration effected under this Section 8.3 shall relieve the Company of its obligation to effect any registration upon request under Section 8.2, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 8.2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If the Company, for a period of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock Ordinary Shares desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If the Company, for a period of six at any time on or after the Exercise Date and on or before the five (6) years commencing one (15) year after anniversary of the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The Upon the written request of the holders of the Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice representing a Majority of such Registrable Securities made within ten twenty (1020) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2, (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares) and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by the holders of the Registrable Securities representing a holder Majority of such Registrable Securities, use its Reasonable Commercial Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration Rights. (a) If Each time the Company, for Issuer shall determine to proceed with the actual preparation and filing of a period of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities registration statement under the Securities Act in connection with the proposed offer and sale of its Common Stock (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration statement on Form S-4 X- 0, X-0, or S-8 other limited purpose form), whether or any successor forms) whether not for sale for its own account or for account, the account Issuer will give written notice of its determination to the Holders. Upon written request of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice Holder given within ten (10) 30 days after the receipt of any such notice (from the Issuer, the Issuer will, except as herein provided, cause all Registrable Shares which request shall specify the Registrable Securities intended have been requested to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities included in the registration to be included in such registration statement; provided, however, that nothing herein shall prevent the Issuer from, at any time, abandoning or delaying any registration. If any registration statement which covers the securities which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If 4.4 shall be underwritten, in whole or in part, the Company at any time proposes Issuer may require that the Common Stock requested for inclusion pursuant to register any of its securities under the Securities Act as contemplated by this Section 8.3 4.4 be included in the underwriting on the same terms and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among conditions as the securities to be distributed by such otherwise being sold through the underwriters. If, provided that if upon the written advice of the managing underwriter of such underwritten offering shall inform Public Offering, the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of the Common Stock originally covered by requests for registration would have an adverse effect on the offering of securities (including the price at which such securities proposed to could be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effectoffered), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in the Public Offering may be reduced in the following manner: (1) first, the shares of Common Stock held by those record holders of Common Stock who are not Holders shall be excluded from such registration statement and/or distribution underwritten public offering by the managing underwriter on a pro rata basis according to the respective numbers of shares held by such respective holders; and, subject to the next sentence, (if and 2) second, after reduction as provided in clause (1) to the full extent of such shares, the shares of Common Stock held by all Holders shall be excluded on a pro rata basis according to the respective numbers of shares held by such respective holders; provided, however, that in the case of an Initial Public Offering of the Common Stock of the Issuer, all Registrable Shares of the Blackstone Investors shall be excluded pursuant to this clause (2) prior to the exclusion of any Registrable Shares of any other Holders. Notwithstanding anything to the contrary in the foregoing, to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionpreceding sentence conflicts with Section 4.1(c), together with 4.2(g) or 4.3(c), Section 4.1(c), 4.2(g) or 4.3(c), as the number of securities to be included in such registration and/or distribution for the account of the Companycase may be, shall be equal to the number of shares stated in such managing underwriter’s lettercontrol.

Incidental Registration Rights. (a) If If, at any time, the Company, for a period of six (6) years commencing one (1) year after the Base Date, proposes Company determines to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under for sale to the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) public, whether for its own account or for the account of any holder other security holders or both (except with respect to registration statements on Form S-8 or its then equivalent, or in connection with a Rule 145 transaction or Form S-4 or its equivalent, or another form not available for registering the Registrable Securities for sale to the public), each such time it will give prompt written notice to all holders of outstanding Registrable Securities, including each holder who has the right to acquire Registrable Securities, of its shares other than intention so to do and of the proposed method of distribution of such securities. Upon the written request of any such holder, received by the Company within 20 days after the giving of any such notice by the Company, to include in the registration all or any part of the Registrable Securities, the Company will use all reasonable efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent and under the conditions such registration is permitted under the Securities Act. In the event that any registration shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities to be included in such an underwriting may be reduced (pro rata among the requesting holders of Registrable Securities based upon the number of shares of Registrable Securities owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that the inclusion of some or all of the Registrable Securities would adversely affect the marketing of the securities to be sold by the Company therein. Any such limitation shall be imposed in such manner so as to avoid any diminution in the number of shares the Company may register for sale by giving first priority for the shares to be registered for issuance and sale by the Company, by giving second priority for all shares to be registered pursuant to the Company’s obligation to register shares underlying the warrants issued in connection with the Company’s private placement during February through August 2005, by giving third priority for the Registrable Securities, and by giving fourth priority to any shares of such holder or holders (but not those to be registered for sale by any stockholder of the Company and not Registrable Securities) with respect pursuant to the terms of any registration are referred to herein as, “Other Shares”)other agreement. Notwithstanding the foregoing provisions, the Company shall at each such time give prompt (but not less than thirty (30) days prior may, in its sole discretion, terminate or withdraw any registration statement referred to the anticipated effectiveness thereof) written notice in this Section 2 without thereby incurring any liability to the holders of Registrable Securities Securities. For purposes of its intention this Section 2, “Registrable Securities" shall mean any and all Shares sold pursuant to do sothe Memorandum, whether or not pursuant to this Subscription Agreement, and any shares of Common Stock issued or issuable with respect to the Shares upon an adjustment for stock splits, stock dividends, and similar events. The holders of Notwithstanding the foregoing, Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice within ten not include Shares that have been (10i) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts to effect the registration registered under the Securities Act pursuant to an effective registration statement filed thereunder and disposed of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in accordance with the registration statement which covers covering them, (ii) publicly sold pursuant to Rule 144 under the securities Securities Act, (iii) eligible for sale under Rule 144 under the Securities Act, or (iv) sold in a private transaction in which the transferor’s rights under this Agreement are not assigned. All expenses incurred by the Company proposes in complying with this Sections 2, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws, transfer taxes, and fees of transfer agents and registrars, shall be referred to register. herein as “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities and the fees of counsel to the selling stockholders shall be referred to herein as “Selling Expenses.” The Company will shall pay all Registration Expenses in connection with each registration statement under this Section 2. The Company shall not, however, be required to pay for the Registration Expenses of Registrable Securities any registration proceeding begun pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters2, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts to arrange request for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held which is subsequently withdrawn by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written notice to such holder, the other requesting holders of Registrable Securities, and in which event the Registration Expenses shall be borne by the requesting holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distribution, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal proportion to the number of shares stated for which registration was requested. All Selling Expenses in connection with each registration statement under Section 2 shall be borne by the participating sellers in proportion to the number of shares sold by each, or by such managing underwriter’s letterparticipating sellers other than the Company (except to the extent the Company shall be a seller) as they may agree.

Incidental Registration Rights. (a) If the Company, for a period of at any time on or after the six (6) years commencing one month anniversary of the Base Date and on or before the five (15) year after anniversary of the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), each such time the Company shall at each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable Securities of its intention to do so. The holders Upon the written request of any such holder of Registrable Securities shall exercise the “piggy-back” rights provided herein by giving written notice made within ten twenty (1020) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder). Except , except as set forth in Section 8.3(b), the Company will use its Reasonable Commercial Efforts commercially reasonable best efforts to effect the registration under the Securities Act of all of the Registrable Securities which the Company has been so requested to register by such holder, to the extent required requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2, (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2 and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration, without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2. No registration effected under this Section 8.3 shall relieve the Company of its obligation to effect any registration upon request under Section 8.2, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 8.2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities, use its Reasonable Commercial Efforts commercially reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company by letter of its belief that inclusion in such registration statement and/or distribution of all or a specified number of such securities proposed to be distributed by such underwriters holders of Registrable Securities or Other Shares would interfere with the successful marketing of the securities being distributed by such underwriters the Company (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such effect) (the “Underwriter’s Letter”), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock Shares desired to be included in such registration statement and/or distribution (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration and/or distribution of which shall have been requested by each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration and/or distributionregistration, together with the number of securities to be included in such registration and/or distribution for the account of the Company, shall be equal to the number of shares stated in such managing underwriterthe Underwriter’s letterLetter.