Common use of Incidental Registration Clause in Contracts

Incidental Registration. (a) If, at any time following the Effective Time, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of other securityholders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time the Company will give written notice to all Holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any holders such Holder received by the Company within 30 days of the giving of any such notice by the Company Common to register any of such Holder's Restricted Stock (including any pursuant to a Demand Registrationwhich request shall state the intended method of disposition thereof), the Company will use its reasonable best efforts to cause the Restricted Stock as to which registration shall give 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 requisite to permit the sale or other disposition by the Holder (in accordance with such Holder's written notice request) of such proposed filing Restricted Stock so registered. In the event that any registration pursuant to each Holder as soon as practicable (but this Section 5 shall be, in any event not less than 30 days before the anticipated filing date)whole or in part, and such notice shall offer each Holder the opportunity to register such number an underwritten public offering of Registrable Securities as the Holder shall request. Upon the written direction of any HolderCommon Stock, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to the number of securities originally requested to be registered by each of them if and to the extent that, in that the lead underwriter's opinion, neither managing underwriter shall be of the effects in opinion that such inclusion would adversely affect the foregoing clauses (i) and (ii) would result from marketing of the number of securities to be sold by the Company or the requesting party therein or that such reduction is otherwise advisable, provided, however, that after any shares of Company Common Stock to be sold by holders that do not have contractual rights to have shares included in such Registration. Nothing contained herein registration have been excluded, shares to be sold by the Holders shall require be excluded in such manner that the Company shares to be excluded shall first be the shares of selling Holders and other requesting holders who, in each case, are not Affiliate Holders and whose shares are then saleable under Rule 144(e) or Rule 144(k) under the Securities Act and then pro rata among them, and if further reduction is necessary, shall next be pro rata among the remaining shares of the selling Holders and other requesting holders who are Affiliate Holders or whose shares are not then saleable under Rule 144(e) or Rule 144(k), unless such registration is pursuant to the exercise of a demand right of another securityholder, in which event such securityholder shall be entitled to include all shares it desires to have so included before any shares of Restricted Stock or shares of any other holder are included therein and provided, however, that, notwithstanding anything in this Agreement to the contrary, in respect of the first underwritten public offering following the date of this Agreement, no reduction shall reduce the number of shares which may be sold by requesting Holders to less than 25% of Company Common Stock proposed the shares to be issued by the Company sold in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountsuch offering.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company Common or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock (including any pursuant for sale to a Demand Registrationthe public), the Company shall each such time it will give written notice to all holders of such proposed filing outstanding Restricted Stock of its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder, received by the Company within 30 days after the giving of any such notice (which direction shall specify by the number Company, to register any of Registrable Securities intended to be disposed of by such Holder)its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock as to which registration shall include have been so requested to be included in such Registration Statement (an "Incidental Registration" andthe securities to be covered by the registration statement proposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company (a copy extent requisite to permit the sale or other disposition by the holder of which such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be provided to the Holders) that be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (pro rata among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from requesting holders based upon the number of shares of Company Common Restricted Stock included in owned by such Registration. Nothing contained herein holders) if and to the extent that the managing underwriter shall require be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company to reduce the therein, provided, however, that such number of shares of Company Common Restricted Stock proposed shall not be reduced if any shares are to be issued by included in such underwriting for the account of any person other than the Company in a Registration initiated by or requesting holders of Restricted Stock. Notwithstanding the foregoing provisions, the Company with respect may withdraw any registration statement referred to an offering in this Section 5 without thereby incurring any liability to the holders of Company Common Stock for its own accountRestricted Stock.

Incidental Registration. Commencing immediately after the date of Closing (aas defined in the Merger Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders) Ifon any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, at any each such time following the Effective Time, Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file a Registration Statement such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s notice, the Company shall use commercially reasonable efforts to cause to be registered under the Securities 1933 Act with respect all of the Registrable Stock that each such Holder has so requested to an offering be registered. If, in the written opinion of Company Common Stock the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) for its own account (other than at a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by price reasonably related to the Commission)) then current market value of such securities, or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) without otherwise materially and adversely affect affecting the price entire offering, then the amount of the Company Common Registrable Stock to be offered or (ii) result in a greater for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock securities to be included in such Registration by offering to the recommended amount; provided, that if securities are being offered for the account of other holders Persons as well as the Company, such reduction shall not represent a greater fraction of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested intended to be registered offered by each Holders than the fraction of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in similar reductions imposed on such Registration. Nothing contained herein shall require other Persons other than the Company over the amount of securities they intended to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountoffer.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company Common Stock or both (including any pursuant except with respect to a Demand Registrationregistration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), the Company shall each such time it will give written notice to all Right Holders of such proposed filing its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written Right Holder, received by the Company within 30 days after the giving of any such notice (which direction shall specify by the number Company, to register any of its Registrable Securities intended to be disposed of by such Holder)Shares, the Company will use its best efforts to cause the Registrable Shares as to which registration shall include have been so requested to be included in such Registration Statement (an "Incidental Registration" andthe securities to be covered by the registration statement proposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company (a copy extent requisite to permit the sale or other disposition by the holder of which such Registrable Shares so registered. In the event that any registration pursuant to this Section 5 shall be provided to the Holders) that be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to the number of securities originally requested to be registered by each of them register for its own account, and thereafter, to the extent thatnecessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the lead underwriter's opinion, neither registration) if and to the extent that the managing underwriter shall be of the effects opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that in no event may less than twenty percent (20%) of the foregoing clauses (i) and (ii) would result from the total number of shares of Company Common Stock to be included in such Registration. Nothing contained herein underwriting be made available for Registrable Shares unless the managing underwriter shall require in good faith advise the Company Right Holders proposing to reduce distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of shares of Company Common Stock proposed to Registrable Shares which, in its opinion, can be issued by included in the Company in a Registration initiated by the Company with respect to registration and underwriting without such an offering of Company Common Stock for its own accounteffect.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company Common or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock (including any pursuant or Founders Stock, as the case may be, for sale to a Demand Registrationthe public), the Company shall each such time it will give written notice to all holders of such proposed filing outstanding Restricted Stock and Founders Stock of its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder, received by the Company within 30 days after the giving of any such notice (by the Company, to register any of its Restricted Stock or Founders Stock, as the case may be, the Company will use its best efforts to cause the Restricted Stock and Founders Stock as to which direction registration shall specify 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 required to permit the sale or other disposition by the holder of such Restricted Stock and Founders Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the Company and the managing underwriter determine in good faith that marketing factors require a limitation of the number of Registrable Securities intended shares to be disposed of by such Holder)underwritten, the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Restricted Stock and Founders Stock that may be included in the offering shall be allocated first, to the Company; second, to the Investors, the Management Investors and Founder requesting to register shares of Restricted Stock in such Registration would (i) materially and adversely affect underwritten public offering on a pro rata basis based on the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the total number of shares of Company Restricted Stock held by the Investors, the Management Investors and Founder requesting to register shares in such underwritten public offering; third, to Founder in respect of Founders Stock requested to be registered in such underwritten public offering by Founder; and fourth, to any other stockholders of the Company; provided, however, that in no event may less than one-third (1/3) of the total number of shares of Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall offering be reduced in proportion allocated to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountInvestors.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of security holders or both, (excluding any holders of Company Common registration statement on Form S-4, X-0 xx another form not available for registering the Registrable Stock (including any pursuant for sale to a Demand Registrationthe public), the Company shall it will each such time give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestPurchaser. Upon the written direction of any Holder, given request received by the Company within 20 days following after the receipt by such Holder giving of any such written notice (which direction shall specify by the number Company, to register any of the Registrable Securities intended to be disposed of by such Holder)Stock, the Company will use its best efforts to cause the Registrable Stock as to which registration shall include have been so requested to be included in such Registration Statement (an "Incidental Registration" andthe registration statement proposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the extent requisite to permit the sale or other disposition (in accordance with its written request) of such Registrable Stock. Alternatively, the Company (may include the Registrable Stock as to which registration shall have been requested by the Purchaser under this paragraph 2(a) in a copy of which separate registration statement to be filed concurrently with the registration statement proposed to be filed by the Company. In the event any registration statement filed pursuant to this Section 2 shall be provided to the Holders) that be, in whole or in part, in connection with any underwritten public offering, the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration registration statement may be reduced or may be excluded from such registration, to the extent that the managing underwriter(s)shall give their written opinion that such inclusion would adversely affect the number of shares to be included or the marketing or price of the securities to be sold thereby the Company or by any security holder other than Purchaser but for whose account such securities are to be sold pursuant to the exercise of demand registration rights granted in accordance with any separate agreement with the Company not in violation of this Agreement. Such reduction or exclusion shall be pro rata among those security holders "piggybacking" on such registration period. Notwithstanding the foregoing provisions of this Section 2, the Company may withdraw any registration statement referred to in this Section 2 without thereby incurring any liability to the holders of shares of Company Common Stock pursuant to contractual incidental registration rightsRegistrable Stock. Except as set forth above, there shall be reduced in proportion no limit to the number of securities originally registrations that may be requested pursuant to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountthis Section 2.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 2.3 or Section 2.5) proposes to file a Registration Statement register any of its securities under the Securities Act with respect or Canadian Securities Laws (as applicable) for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company Common Stock or both (including any pursuant except with respect to Registration Statements not available for registering the Restricted Shares for sale to the public or in connection with a Demand RegistrationRule 145 transaction), including in the Company shall Company’s Initial Public Offering, each such time it will give written notice to all Investors of such proposed filing its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction request of any HolderInvestor, given received by the Company within 20 thirty (30) days following after the receipt by such Holder giving of any such written notice (which direction shall specify by the number Company, to register any of Registrable Securities intended to be disposed of by such Holder)its Restricted Shares, the Company will use reasonable best efforts to cause the Restricted Shares as to which registration shall include have been so requested to be included in such the securities to be covered by the Registration Statement (an "Incidental Registration" andproposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company (a copy extent requisite to permit the sale or other disposition by the holder of which such Restricted Shares so registered. In the event that any registration pursuant to this Section 2.4 shall be, in whole or in part, an underwritten public offering of Common Shares, and the managing underwriter determines in good faith that the inclusion of all shares requested to be provided to registered would adversely affect the Holders) that offering, the number of shares of Company Common Stock that may be included in such Registration would the underwriting shall be allocated (i) materially first, to the Company and adversely affect (ii) second, to the price Investors requesting to register shares in such underwritten public offering on a pro rata basis based on the total number of Restricted Shares held by the Investors requesting to register shares in such underwritten public offering; and third, to any other stockholder of the Company Common Stock to be offered or on a pro-rata basis; provided, however, that in no event may less than twenty percent (ii20%) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the total number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock Shares to be included in such underwriting, other than the Company’s Initial Public Offering, be made available for Restricted Shares. Notwithstanding the foregoing provisions, the Company may withdraw any Registration by other Statement referred to in this Section 2.4 without thereby incurring any liability to the holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountRestricted Shares.

Incidental Registration. (a) IfIf the Company proposes to register any shares of Class A Common Stock under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms, (ii) relating to shares of Common Stock issuable upon exercise of employee share options or in connection with any employee benefit or similar plan of the Company or (iii) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 4.2(b) hereof, give prompt written notice at least 20 days prior to the anticipated filing date of the Registration Statement relating to such registration to each Eligible Holder, which notice shall set forth such Eligible Holder's rights under this Section 4.2 and shall offer all Eligible Holders the opportunity to include in such Registration Statement such number of shares of Class A Common Stock as each such Eligible Holder may request (an "Incidental Registration"); provided, however, that the provisions of Section 4.1 hereof and not this Section 4.2 shall apply to the ability of any Eligible Holder to participate in any registration being effected pursuant to a Demand Registration contemplated by Section 4.1 hereof. Upon the written request of any such Eligible Holder made within ten days after the receipt of notice from the Company (which request shall specify the number of shares of Class A Common Stock intended to be disposed of by such Eligible Holder), the Company will use its best efforts to effect the registration under the Securities Act of all of the Class A Common Stock that the Company has been so requested to register by such Eligible Holders; provided, however, that (A) if such registration involves an underwriting, all such Eligible Holders requesting to be included in the Company's registration must sell their shares of Class A Common Stock to the underwriters selected as provided in Section 4.4(f) hereof on the same terms and conditions as apply to the Company and (B) if, at any time following after giving written notice of its intention to register any shares pursuant to this Section 4.2(a) and prior to the Effective Timeeffective date of the Registration Statement filed in connection with such registration, the Company proposes shall determine for any reason not to file a Registration Statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)register such shares, the Company shall give written notice of to all such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" Eligible Holders and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rightsthereupon, shall be reduced in proportion relieved of its obligation to register any shares of Class A Common Stock owned by the number Eligible Holders (without prejudice, however, to rights of securities originally requested any of the Eligible Holders under Section 4.1 hereof). No registration effected under this Section 4.2 shall relieve the Company of its obligations to be registered by each of them effect a Demand Registration to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued required by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountSection 4.1 hereof.

Incidental Registration. (a) IfIn connection with any Public Offering of Company's securities, at any time following Holder will have the Effective Time, the right to require Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) include all or (iiat Holder's election) any portion of the Warrant Shares purchasable upon exercise of any such Warrants. Notwithstanding the foregoing, if the underwriters shall advise Company in writing that, in their experience and professional opinion arrived at in good faith based upon existing market conditions, inclusion of such number of Warrant Shares (together with the shares of Capital Stock requested for registration by any other selling equityholders) will adversely affect the price or distribution of the securities to be offered in such Public Offering solely for the account of any holders of Company Common Stock (including any pursuant Company, then Holder will have the right to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register include only such number of Registrable Securities as Warrant Shares that such advice by the Holder shall request. Upon underwriters indicates may be distributed without adversely affecting the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price distribution of the Company Common securities solely for Company's account. As between Holder and any other holders of Capital Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental Public Offering, such availability for inclusion in the registration rights, for such Public Offering shall be reduced in proportion to allocated pro rata based upon the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the total number of shares of Capital Stock owned or purchasable. In connection with an underwritten Public Offering, provided that all other holders of equity interests of Company Common Stock are subject to identical (or more restrictive) restrictions with respect to their equity interests, then Holder will agree to refrain from selling or otherwise transferring (other than to a Holder-Affiliated Transferee) any Warrant Shares not included in such Registration. Nothing contained herein shall require Public Offering for a period of time (not to exceed 90 calendar days after the effective date of the registration statement for such Public Offering) as may be appropriate under the circumstances and reasonably requested by Company to reduce and the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock underwriters for its own accountsuch offering.

Incidental Registration. (a) IfIf Xxxx, at any time following the Effective Time, the Company proposes to file a Registration Statement under the Securities Act with respect to (a) register any of its newly issued securities for primary sale in an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) underwritten offering, or (iib) register for the account resale outstanding securities of any holders of Company Common Stock (including any pursuant Puyi previously issued to a Demand Registration)third party in a private placement in such aggregate number that at the time of such issuance equals or exceeds thirty percent (30%) of Xxxx’s then total issued and outstanding shares, the Company it shall give written notice to each of the Fanhua Parties of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestintention. Upon the written direction request of any Holdera Fanhua Party, given within 20 twenty (20) days following the after receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder)notice, the Company Puyi shall include in such Registration Statement (an "Incidental Registration" andregistration all of the Registrable Shares indicated in such request, collectively with a Demand Registrationso as to permit the disposition of the Registrable Shares so registered, a "Registration") such number at the expense of Registrable Securities as Xxxx, provided that all underwriting commissions shall be set forth in such written directionpaid by the parties selling shares with respect to their shares sold. Notwithstanding anything contained hereinany other provision of this Section 5.3, if the lead registration is underwritten and the managing underwriter advises Puyi that marketing factors require a limitation of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbunderwritten, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to Puyi Exchange Shares that may be included in such Registration registration shall be reduced as required by other holders of shares of Company Common Stock pursuant the underwriters, and the securities to contractual incidental be registered in such registration rightsshall be allocated as follows: first, securities proposed to be sold by Puyi or resold by such third party, as applicable, shall be reduced in proportion to registered; and second, the number of securities originally Registrable Shares requested to be registered by each of them the Fanhua Parties shall be registered, (such Registrable Shares to be divided among the extent thatFanhua Parties, in on a pro rata basis, based on the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the total number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed Registrable Shares requested to be issued by registered). Puyi may postpone or withdraw the Company filing or the effectiveness of such an incidental registration at any time in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountsole discretion.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 2 or 3 hereof) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale for cash only to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders or both (except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Restricted Stock for sale to the public, a registration statement on Form S-3 to be filed by the Company to register shares of Common Stock issued in consideration for an acquisition, or a registration statement on Form S-1 covering solely an employee benefit plan), it will give written notice at such time to all holders of Company Common outstanding Restricted Stock of its intention to do so. Upon the written request of any such holder, given within thirty (30) days after receipt of any such notice by the Company, to register any of its Restricted Stock (including any pursuant to a Demand Registrationwhich request shall state the intended method of disposition thereof), the Company will use its reasonable best efforts to cause the Restricted Stock as to which registration shall give 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 requisite to permit the sale or other disposition by the holder (in accordance with its written notice request) of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before Restricted Stock so registered; provided that nothing herein shall prevent the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of Company from abandoning or delaying any such written notice (which direction registration at any time. In the event that any registration pursuant to this Section 4 shall specify the number be, in whole or in part, an underwritten public offering of Registrable Securities intended to be disposed of by such Holder)Common Stock, the Company shall not be required to include any Restricted Stock in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as underwritten offering unless the holder shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion agree to the terms and conditions of the underwritten offering as agreed by the Company (a copy of which shall be provided to and the Holders) that the underwriters. The number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other an underwriting may be reduced pro rata among the requesting holders of shares of Company Common Stock pursuant to contractual incidental registration rightsRestricted Stock, shall be reduced in proportion to the number of securities originally requested to be registered by each of them if and to the extent that, in that the lead underwriter's opinion, neither managing underwriter shall be of the effects opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. In such event, the Company shall be required to include in such registration, to the foregoing clauses (i) and (ii) would result from extent of the amount that the managing underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; second, the Restricted Stock to be offered for the account of the holders pursuant to this Section 4, pro rata based on the number of shares of Company Common Restricted Stock owned by each such holder; and third, any other securities requested to be included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountunderwritten offering.

Incidental Registration. (ai) If, If the Company at any time following the Effective Time, the Company proposes to file a Registration Statement register or sell any Common Shares or any options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Common Shares (the “Priority Securities”) under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 registration (A) relating to shares issuable upon exercise of employee share options or S-8 in connection with any employee benefit or similar plan of the Company, (B) in connection with any scheme of arrangement, merger or consolidation by the Company or any Affiliate of the Company or the acquisition by the Company or any such Affiliate of the shares or substantially all the assets of any other Person, or (C) pursuant to Section 3(a) hereof) in a manner that would permit registration of Registrable Securities for sale, or the sale in a takedown, to the public under the Securities Act (whether or not for sale for its own account)), including in an initial public offering, it shall each such time, subject to the provisions of Section 3(b)(ii) hereof, give prompt written notice to all holders of record of Registrable Securities of its intention to do so and of such Shareholders’ rights under this Section 3(b), at least 10 days (or any substitute form that may be adopted by two Business Days, in the Commission)case of a takedown from an effective shelf registration statement) or (ii) for the account of any holders of Company Common Stock (including any pursuant prior to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and date of the registration statement relating to such registration or the offering date in the case of a takedown. Such notice shall offer each Holder all such Shareholders the opportunity to register include in such registration statement or in such takedown such number of Registrable Securities as the Holder shall each such Shareholder may request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written Shareholder made within seven days (or two Business Days in the case of a takedown) after the receipt of the Company’s notice (which direction request shall specify the number of Registrable Securities intended to be disposed of by such HolderShareholder), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Shareholders thereof or to include requested Registrable Securities in such Registration Statement a takedown; provided, however, that (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration"A) such number all holders of Registrable Securities requesting to be included in the Company’s registration or takedown must sell their Registrable Securities to the underwriters selected by the Company on substantially the same terms and conditions as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion apply to the Company (a copy of which shall be provided other than provisions relating to the Holdersindemnification of underwriters or Shareholders), and (B) that if, at any time after giving written notice pursuant to this Section 3(b)(i) of its intention to register any Priority Securities or to proceed with a takedown and prior to the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price effective date of the registration statement filed in connection with such registration or prior to the execution of an underwriting agreement in connection with a takedown, the Company Common Stock shall determine for any reason not to register or sell such Priority Securities, the Company shall give written notice to all holders of Registrable Securities and shall thereupon be offered relieved of its obligation to register any Registrable Securities in connection with such registration or (ii) result to include requested Registrable Securities in a greater amount takedown (without prejudice, however, to rights of Company Common Stock being offered than the market could reasonably absorb, then the number Shareholders under Section 3(a) hereof). The failure of any holder of Registrable Securities to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be registered by each party deemed a waiver of any right to so include such Registrable Securities in such registration or takedown. Any holder of Registrable Securities requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such Registrable Securities in connection with such registration. No registration or takedown effected under this Section 3(b) shall relieve the Company of its obligations to effect a registration or takedown upon request under Section 3(a) hereof. The Company shall pay all Registration by other holders Expenses in connection with each registration or takedown of shares of Company Common Stock Registrable Securities requested pursuant to contractual incidental registration rightsthis Section 3(b). However, each Shareholder shall be reduced in proportion pay all underwriting discounts and commissions and transfer taxes, if any, relating to the number sale or disposition of securities originally requested such Shareholder’s Registrable Securities pursuant to be registered by each of them a registration statement or takedown effected pursuant to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountthis Section 3(b).

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 2) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of its security holders or both (except with respect to registration statements on Forms X-0, X-0 or any other Form not available for registering the Restricted Stock for sale to the public), on each such occasion the Company will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company Common within 10 Business Days after the giving of any such notice by the Company, to register any of its Restricted Stock (including any pursuant to a Demand Registrationwhich request shall state the intended method of disposition thereof), the Company will use its commercially reasonable efforts to cause the Restricted Stock as to which registration shall give 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 requisite to permit the lawful sale or other disposition by the holder (in accordance with its written notice request) of such proposed filing Restricted Stock so registered. In the event that any registration pursuant to each Holder as soon as practicable (but this Section 3 shall be, in any event not less than 30 days before the anticipated filing date)whole or in part, and such notice shall offer each Holder the opportunity to register such number an underwritten public offering of Registrable Securities as the Holder shall request. Upon the written direction of any HolderCommon Stock, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other an underwriting may be reduced (pro rata among the requesting holders of shares of Company Common Restricted Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from based upon the number of shares of Company Common Restricted Stock included in owned by such Registration. Nothing contained herein holders) if and to the extent that the managing underwriter shall require be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company to reduce the therein; provided, however, that such number of shares of Company Common Restricted Stock proposed shall not be reduced if any shares are to be issued by included in such underwriting for the account of any executive officer or director of the Company. Notwithstanding the foregoing provisions, the Company may at any time decline to file or withdraw any registration statement referred to in a Registration initiated by this Section 3 without thereby incurring any liability to the Company with respect to an offering holders of Company Common Stock for its own accountthe Restricted Stock.

Incidental Registration. (a) If, at any time following the Effective Timedate of the Offering and up to and including 30 days after, in the case of the October 1993 Trust, Xx. Xxxx X. Getty ceases to be employed by the Company or, in the case of Crediton Limited, Xx. Xxxxxxxx X. Klein ceases to be employed by the Company, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of Company Common Stock its Class A Shares (i) for its own account (other than a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock its Class A Shares (including any pursuant to a Demand Registrationdemand registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities Shares as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities Shares intended to be disposed of by such Holder), the Company shall include in such Registration Statement registration statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities Shares as shall be set forth in such written directionnotice. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number inclusion of shares of Company Common Stock included in such Registration Registrable Shares would (i) materially and adversely affect the price of the Company Common Stock Class A Shares to be offered or (ii) result in a greater amount of Company Common Stock Class A Shares being offered than the market could reasonably absorb, then the number of Registrable Securities Shares to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registrationthem. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock Class A Shares proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountCompany.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company Common or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock (including any pursuant for sale to a Demand Registrationthe public), the Company shall each such time it will give written notice to all holders of such proposed filing outstanding Restricted Stock of its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder, received by the Company within 30 days after the giving of any such notice (which direction shall specify by the number Company, to register any of Registrable Securities intended to be disposed of by such Holder)its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock as to which registration shall include have been so requested to be included in such Registration Statement (an "Incidental Registration" andthe securities to be covered by the registration statement proposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company (a copy extent requisite to permit the sale or other disposition by the holder of which such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be provided to the Holders) that be, in whole or in part, an underwritten public offering of Common Shares, the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (pro rata among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from requesting holders based upon the number of shares of Company Common Restricted Stock included in owned by such Registration. Nothing contained herein holders) if and to the extent that the managing underwriter shall require be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company to reduce the therein, PROVIDED, HOWEVER, that such number of shares of Company Common Restricted Stock proposed shall not be reduced if any shares are to be issued by included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and PROVIDED, FURTHER, HOWEVER, that in a Registration initiated by no event may less than one-third of the total number of shares of Common Shares to be included in such underwriting be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company with respect may withdraw any registration statement referred to an offering in this Section 5 without thereby incurring any liability to the holders of Company Common Stock for its own accountRestricted Stock.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or 5 hereof) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account or for the account of other security holders or both (other than a Registration Statement except with respect to registration statements on Form S-4 or S-8 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any such holder, given within 30 days after receipt of any such notice, to register any of its Restricted Stock (or any substitute form that may which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be adopted included in the securities to be covered by the Commission)registration statement proposed to be filed, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 6 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 6 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) for the account of any holders of Company Common such Restricted Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended is to be disposed sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of by such Holder), the Company shall include common stock in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written directionreasonably similar circumstances. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the The number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (PRO RATA among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from requesting holders based upon the number of shares so requested to be registered, treating for purposes of Company such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants, if then issued and outstanding, as the holders of the shares of Common Stock included issuable upon exercise of the Common Warrants, and (C) the holder of the Series B Warrants, if then outstanding, as the holder of the shares of Common Stock then issuable upon exercise of the Series B Warrant and the conversion of the Series B Shares issuable thereby) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein. Notwithstanding anything to the contrary contained in such Registration. Nothing contained herein shall require this Section 6, in the event that there is a firm commitment underwritten offering of securities of the Company pursuant to reduce a registration statement covering Restricted Stock and a selling holder of Restricted Stock does not elect to sell such holder's Restricted Stock to the number underwriters of shares the Company's securities in connection with such offering, such holder shall refrain from selling such Restricted Stock so registered pursuant to this Section 6 during the period of Company Common distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the aftermarket; PROVIDED, HOWEVER, that such holder shall, in any event, be entitled to sell such holder's Restricted Stock proposed to be issued by in connection with such registration commencing on the Company in a Registration initiated by 90th day after the Company with respect to an offering effective date of Company Common Stock for its own accountsuch registration statement.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company Common or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock (including any pursuant for sale to a Demand Registrationthe public), the Company shall each such time it will give written notice to all holders of such proposed filing outstanding Restricted Stock (and Preferred Shares) of its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder, received by the Company within 30 days after the giving of any such notice (which direction shall specify by the number Company, to register any of Registrable Securities intended to be disposed of by such Holder)its Restricted Stock, the Company will cause the Restricted Stock as to which registration shall include have been so requested to be included in such Registration Statement (an "Incidental Registration" andthe securities to be covered by the registration statement proposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company (a copy extent requisite to permit the sale or other disposition by the holder of which such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be provided to the Holders) that be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (pro rata among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion in good faith that such inclusion would adversely affect the marketing of the securities to be sold by the Company Common therein, provided further that in no event shall the number of Restricted Stock included in the offering be reduced below thirty percent (30%) of the total number of securities included in such Registrationoffering, unless such offering is the IPO, in which case the selling holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. Nothing contained herein shall require the Company to reduce In connection with any reduction in the number of shares of Company Common Stock proposed pursuant to this Section 5, the shares to be issued registered by the Company in a Registration initiated by holders of Restricted Stock will only be reduced after all other stockholders’ shares are first reduced. There shall be no limitation on the Company with respect to an offering number of Company Common Stock for its own accountregistrations which may be requested and obtained under this Section 5.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders"), a Registration Statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 (or any substitute successor form that may for securities to be adopted by offered in a transaction of the Commission)) type referred to in Rule 145 under the Securities Act or (iito employees of the Company pursuant to any employee benefit plan, respectively) for the account general registration of any holders of Company Common Stock (including any pursuant to a Demand Registration)securities, the Company shall it will give written notice of such proposed filing thereof to each Holder as soon as practicable (but in any event not less than all Holders, at least 30 days before the anticipated initial filing date)with the Commission of such Registration Statement, and such which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer each Holder to include in such filing the opportunity to register such aggregate number of shares of Registrable Securities as the Holder shall such holders thereof may request. Upon the written direction of any Holder, given within 20 days following the receipt by such Each Holder of any such written notice (which direction shall specify the number of desiring to have Registrable Securities intended to be disposed of by such Holder), registered under this Section 4 shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten offering shall advise the Company Common Stock in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such Registration demanding security holder would (i) materially and adversely affect the price distribution of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company or such demanding security holder, then all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in a Registration initiated Section 7 hereof, all expenses of such registration shall be borne by the Company with respect Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be entitled to register their Registrable Securities pursuant to this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an offering of Company Common Stock for its own accountunderwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. Commencing immediately after the date of Closing (aas defined in the Subscription Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders) Ifon any form that would also permit the registration of the resale of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, at any each such time following the Effective Time, Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file a Registration Statement such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s notice, the Company shall use its best efforts to cause to be registered under the Securities 1933 Act with respect all of the Registrable Stock that each such Holder has so requested to an offering be registered. If, in the written opinion of Company Common Stock the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) for its own account (other than at a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by price reasonably related to the Commission)) then current market value of such securities, or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) without otherwise materially and adversely affect affecting the price entire offering, then the amount of the Company Common Registrable Stock to be offered or (ii) result in a greater for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock securities to be included in such Registration by offering to the recommended amount; provided, that if securities are being offered for the account of other holders Persons as well as the Company, such reduction shall not represent a greater fraction of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested intended to be registered offered by each Holders than the fraction of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in similar reductions imposed on such Registration. Nothing contained herein shall require other Persons other than the Company over the amount of securities they intended to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountoffer.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) 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 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock 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 requisite to permit the sale or other than a Registration Statement on Form S-4 disposition by the holder of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or S-8 (or any substitute form that in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be adopted reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) or (ii) Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Company Common Stock (including any pursuant to a Demand Registration)Restricted Stock, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but and provided, further, however, that in any no event not may less than 30 days before one-third of the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the total number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other underwriting be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountRestricted Stock.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company Common or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock (including any pursuant for sale to a Demand Registrationthe public), the Company shall each such time it will give written notice to all holders of such proposed filing outstanding Restricted Stock of its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder, received by the Company within 30 days after the giving of any such notice (which direction shall specify by the number Company, to register any of Registrable Securities intended to be disposed of by such Holder)its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock as to which registration shall include have been so requested to be included in such Registration Statement (an "Incidental Registration" andthe securities to be covered by the registration statement proposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company (a copy extent requisite to permit the sale or other disposition by the holder of which such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be provided to the Holders) that be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (pro rata among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from requesting holders based upon the number of shares of Company Common Restricted Stock included in owned by such Registration. Nothing contained herein holders) if and to the extent that the managing underwriter shall require be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company to reduce therein; provided, however, that (other than in the case of the initial public offering of Common Stock) such number of shares of Company Common Restricted Stock proposed shall not be reduced below 30% of the total number of shares to be issued by offered in such an underwriting, and such number of shares of Restricted Stock shall not be reduced at all if any shares are to be included in such underwriting for the account of any person other than the Company in a Registration initiated by or requesting holders of Restricted Stock. Notwithstanding the foregoing provisions, the Company with respect may withdraw any registration statement referred to an offering in this Section 5 without thereby incurring any liability to the holders of Company Common Stock for its own accountRestricted Stock.

Incidental Registration. (a) IfIf the registration statements identified in Section 4 are no longer current or effective, at any time following the Effective Time, and the Company (other than pursuant to Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) 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 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock, the Company will use its commercially reasonable efforts to cause the Restricted Stock 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 requisite to permit the sale or other than a Registration Statement on Form S-4 disposition by the holder of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or S-8 (or any substitute form that in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be adopted reduced (PRO RATA among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) or (ii) Company therein, PROVIDED, HOWEVER, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Company Common Stock (including any pursuant to a Demand Registration)Restricted Stock, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but and PROVIDED, FURTHER, HOWEVER, that in any no event not may less than 30 days before twenty percent (20%) of the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the total number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of underwriting be made available for shares of Company Common Restricted Stock pursuant unless the managing underwriter shall in good faith advise the holders proposing to contractual incidental registration rights, shall be reduced in proportion to the number distribute their securities through such underwriting that such level of securities originally requested to be registered by each of them to the extent thatparticipation would, in the lead underwriter's its opinion, neither of materially adversely affect the effects in offering price or its ability to complete the foregoing clauses (i) offering and (ii) would result from shall specify the number of shares of Company Common Restricted Stock which, in its opinion, can be included in the registration and underwriting without such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accounteffect.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) 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 X-0, X-0 or another form not available for registering the Restricted Stock or Additional Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock and Additional Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock or Additional Restricted Stock, the Company shall cause the Restricted Stock and Additional Restricted Stock 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 requisite to permit the sale or other than a Registration Statement on Form S-4 disposition by the holder of such Restricted Stock or S-8 (Additional Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or any substitute form that in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock and Additional Restricted Stock to be included in such an underwriting may be adopted reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) or (ii) Company therein, provided, however, that such number of shares of Restricted Stock and Additional Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or holders of Company Common Restricted Stock (including any pursuant to a Demand Registration)or holders of Additional Restricted Stock, and provided, further, however, that, except in the Company shall give written notice case of such proposed filing to each Holder as soon as practicable (but the Company’s initial public offering, in any no event not may less than 30 days before twenty-five percent (25%) of the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the total number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other underwriting be made available for shares of Restricted Stock. In the event of such reduction, the Company shall so advise all holders of shares of Company Common Restricted Stock pursuant to contractual incidental registration rightsand Additional Restricted Stock requesting registration, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. First, the number of Company Common Stock shares that may be included in such Registrationregistration and underwriting shall be allocated among all Investors who have requested registration in proportion, as nearly as practicable, to the respective number of shares of Restricted Stock and Additional Restricted Stock held by such Investors at the time of the Company’s notice under this Section 5. Nothing contained herein shall require No shareholder of the Company to shall be granted registration rights which would reduce the number of shares includable by the holders of Company Common the Restricted Stock proposed and Additional Restricted Stock in such registration without the consent of the holders of at least two-thirds of the Restricted Stock and Additional Restricted Stock. If any Investor would thus be entitled to include more securities than such Investor requested to be issued registered, the excess shall be allocated among the other requesting Investors pro rata in the manner described in the preceding sentence. Second, once all shares of Restricted Stock and Additional Restricted Stock requested by the Company Investors to be registered have been included in a Registration initiated by such registration and underwriting, the Founders and the University shall participate in the offering, pro rata based upon their total ownership of shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company with respect may withdraw any registration statement referred to an offering in this Section 5 without thereby incurring any liability to the holders of Company Common Restricted Stock for its own accountor Additional Restricted Stock.

Incidental Registration. (a) IfBeginning on the Closing and until the one year anniversary of the Closing, at any time following the Effective Time, if the Company proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any 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 Registerable Stock for sale to the public), each such time it will give written notice of its intention to do so to all holders of outstanding Registerable Stock who are party to this Agreement. Upon the written request of any such holder, received by the Company Common within 30 days after the giving of any such notice by the Company, to register any of its Registerable Stock (including any pursuant to a Demand Registrationwhich request shall state the intended method of disposition thereof), the Company shall, subject to the following sentence, cause the Registerable Stock as to which registration shall give 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 requisite to permit the sale or other disposition by the holder (in accordance with its written notice request) of such proposed filing Registerable Stock so registered. In the event that any registration pursuant to each Holder as soon as practicable (but this Section 3 shall be, in any event not less than 30 days before the anticipated filing date)whole or in part, and such notice shall offer each Holder the opportunity to register such number an underwritten public offering of Registrable Securities as the Holder shall request. Upon the written direction of any HolderCommon Stock, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Registerable Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (pro rata among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from requesting holders based upon the number of shares of Company Common Registerable Stock included in owned by such Registration. Nothing contained herein holders) if and to the extent that the managing underwriter shall require be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company to reduce the therein; provided, however, that such number of shares of Company Common Registerable Stock proposed shall not be reduced if any shares are to be issued by included in such underwriting for the account of any person other than the Company in a Registration initiated by the Company with respect to an offering or requesting holders of Company Common Stock for its own accountRegisterable Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) 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 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock, the Company will use its reasonable best efforts to cause the Restricted Stock 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 requisite to permit the sale or other disposition by the holder of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriter advises the Company in writing that in such underwriter's good faith determination the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration then (a) Ifif such registration is a primary registration on behalf of the Company, at any time following the Effective TimeCompany shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such offering) register in such registration (i) first, the Company securities which the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or sell in such registration, (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)second, the Company shall give written notice of such proposed filing Restricted Stock held by UBS and the Conversion Shares held by Investor Stockholders other than UBS which they propose to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include sell in such Registration Statement (an "Incidental Registration" and, collectively with registration on a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that pro rata basis based upon the number of shares of Company Common Restricted Stock included held by UBS and Conversion Shares owned by Investor Stockholders other than UBS, (iii) third, Restricted Stock held by ITI and Casty and any other holders of Restricted Stock which they propose to sell in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in registration on a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and pro rata basis based upon the number of shares of Company Common Restricted Stock to be included owned by such holders and (iv) fourth, securities held by other parties eligible for inclusion in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to statement on a pro rata basis based upon the number amount of securities originally requested to be registered held by each of them them, and (b) if such registration is a secondary registration, the Company shall (to the extent that, that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the lead underwriter's opinion, neither marketing of the effects such offering) register in the foregoing clauses such registration (i) first, the Restricted Stock held by UBS and (ii) would result from the Conversion Shares held by Investor Stockholders other than UBS which they propose to sell in such registration on a pro rata basis based upon the number of shares of Company Common Restricted Stock included held by UBS and Conversion Shares owned by Investor Stockholders other than UBS, (ii) second, the Restricted Stock held by ITI and Casty and any other holders of Restricted Stock which they propose to sell in such Registration. Nothing contained herein shall require the Company to reduce registration on a pro rata basis based upon the number of shares of Company Common Restricted Stock proposed to be issued owned by such holders and (iii) third, the securities held by other parties eligible for inclusion in such registration on a pro rata basis based upon the amount of securities held by them. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in a this Section 5, without thereby incurring any liability to the holders of Restricted Stock other than for the payment of Registration initiated by the Company Expenses in accordance with respect to an offering of Company Common Stock for its own accountSection 8.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 3 hereof) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account or for the account of other securityholders or both (other than a Registration Statement except with respect to registration statements on Form S-4 or S-8 or another form not available for registering the Restricted Stock for sale to the public), it will give written notice at such time to all holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any such holder, given within twenty (or 20) days after receipt of any substitute form that may be adopted such notice by the Commission)) or (ii) for the account Company, to register any of any holders of Company Common its Restricted Stock (including any pursuant to a Demand Registrationwhich request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock, as to which registration shall give 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 requisite to permit the sale or other disposition by the holder (in accordance with its written notice request) of such proposed filing to each Holder as soon as practicable (but in Restricted Stock so registered; provided, however, that nothing herein shall prevent the Company from abandoning or delaying such registration at any event not less than 30 days before time; provided, further, however, that the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (only securities which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as be required to register pursuant hereto shall be set forth shares of Common Stock. In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 4 to register Restricted Stock shall specify that such written directionRestricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything contained herein, if If a proposed registration involves an underwritten offering and the lead managing underwriter of an offering involving an Incidental Registration delivers a written opinion to advises the Company (a copy of which shall be provided to the Holders) that in writing that, in its opinion the number of shares of Company Common Stock requested to be included in the proposed registration exceeds that number which can be sold in such Registration would offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Common Stock offered in such offering as contemplated by the Company, then the Company will include in the proposed registration (i) materially and adversely affect the price first, 100% of the Company shares of Common Stock the Company proposes to be offered or sell and (ii) result in a greater amount second, to the extent of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock requested to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent thatwhich, in the lead opinion of such managing underwriter's opinion, neither of can be sold without having the effects in the foregoing clauses (i) and (ii) would result from adverse effect referred to above, the number of shares of Company Common Stock that holders of Restricted Stock have requested to be included in the proposed registration, such Registration. Nothing contained herein shall require amount to be allocated pro rata among all requesting holders on the Company to reduce basis of the relative number of shares of Company Common Stock proposed then held by each such holder (provided that any shares thereby allocated to any such holder that exceed such holder's request will be issued by reallocated among the remaining requesting holders in like manner). Notwithstanding anything to the contrary contained in this Agreement, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in a Registration initiated connection with such offering, such holder shall refrain from selling such Restricted Stock during the period of distribution of the Company's securities by such underwriters and the Company with respect period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to an offering sell its Restricted Stock commencing on the 180th day after the effective date of Company Common Stock for its own accountsuch registration statement.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 5 or 6 hereof) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account or for the account of other securityholders or both (other than a Registration Statement except with respect to registration statements on Form S-4 or S-8 (or another form not available for registering the Restricted Stock for sale to the public), it will give written notice at such time to all holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any substitute form that may be adopted such holder, given within 30 days after receipt of any such notice by the CommissionCompany, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock 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 requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered; PROVIDED that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. In the event that any registration pursuant to this Section 7 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 7 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) for the account of any holders of Company Common such Restricted Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended is to be disposed sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of by such Holder), the Company shall include common stock in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written directionreasonably similar circumstances. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the The number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other an underwriting may be reduced (PRO RATA among the requesting holders of shares of Company Common Restricted Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from based upon the number of shares of Company Common Restricted Stock included in so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such Registration. Nothing contained herein shall require inclusion would adversely affect the marketing of the securities to be sold by the Company to reduce therein; PROVIDED, HOWEVER, that the number of shares of Company Common Stock proposed to be issued registered shall be reduced (i) first, by the Company Company, if and only if such registration is being effected pursuant to Section 6 hereof, (ii) then PRO RATA among the requesting holders of Founders Stock, (iii) then PRO RATA among the requesting holders of Restricted 1991 Stock, (iv) then PRO RATA among the requesting holders of Restricted 1992 Stock, (v) then PRO RATA among the requesting holders of Samex Xxxres, (vi) then PRO RATA among the requesting MRC Holders and (vii) then PRO RATA among the holders of Special Restricted Stock; PROVIDED FURTHER, HOWEVER, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in a Registration initiated by such underwriting for the account of any person other than the Company with respect to an offering or other than a holder of Company Common Stock for its own accountRestricted Stock.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than ----------------------- pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company Common or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock (including any pursuant for sale to a Demand Registrationthe public), the Company shall each such time it will give written notice to all holders of such proposed filing outstanding Restricted Stock of its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder, received by the Company within 30 days after the giving of any such notice (which direction shall specify by the number Company, to register any of Registrable Securities intended to be disposed of by such Holder)its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock as to which registration shall include have been so requested to be included in such Registration Statement (an "Incidental Registration" andthe securities to be covered by the registration statement proposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company extent requisite to permit the sale or other disposition by the holder (a copy in accordance with its written request) of which such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be provided to the Holders) that be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders an underwriting may be reduced (up to 100% in the case of an initial public offering and, to the extent such shares are requested for inclusion, to not less than 30% of Company Common Stock pursuant the total offering in the case of a subsequent public offering) if and to contractual incidental registration rights, the extent that the managing underwriter shall be reduced in proportion of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that -------- ------- such reduction shall be applied first to the number of securities originally Restricted Stock requested to be registered included by each of them to the extent that, Junior Rights Holders (but in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from no event shall the number of shares of Company Common Restricted Stock included in such Registration. Nothing contained herein shall require of the Company to reduce Junior Rights Holders be less than the lesser of (i) 50% of the number of shares of Company Common Restricted Stock proposed included in such an underwriting, or (ii) all shares of Restricted Stock requested by the Junior Rights Holders to be issued included in such registration statement), and then to the Restricted Stock requested to be included by the Company Senior Rights Holders, in a Registration initiated by such manner that the shares to be sold shall be allocated among the selling Senior Rights Holders pro rata based on their ownership of Restricted Stock, and provided further that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company, the Junior Rights Holders or requesting Senior Rights Holders holding Restricted Stock. Notwithstanding the foregoing provisions, the Company with respect may withdraw any registration statement referred to an offering in this Section 5 without thereby incurring any liability to the holders of Company Common Stock for its own accountRestricted Stock.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company Common or, both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock (including any pursuant for sale to a Demand Registrationthe public), the Company shall each such time it will give written notice to all holders of such proposed filing outstanding Restricted Stock of its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder, received by the Company within 30 days after the giving of any such notice (which direction shall specify by the number Company, to register any of Registrable Securities intended to be disposed of by such Holder)its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock as to which registration shall include have been so requested to be included in such Registration Statement (an "Incidental Registration" andthe securities to be covered by the registration statement proposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company (a copy extent requisite to permit the sale or other disposition by the holder of which such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be provided to the Holders) that be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (pro rata among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from requesting holders based upon the number of shares of Company Common Restricted Stock included in owned by such Registration. Nothing contained herein holders) if and to the extent that the managing underwriter shall require be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company to reduce the therein, provided, however, that such number of shares of Company Common Restricted Stock proposed shall not be reduced if any shares are to be issued by included in such underwriting for the account of any person other than the Company in a Registration initiated by or requesting holders of Restricted Stock. Notwithstanding the foregoing provisions, the Company with respect may withdraw any registration statement referred to an offering in this Section 5 without thereby incurring any liability to the holders of Company Common Stock for its own accountRestricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) 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 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock, the Company will use its reasonable best efforts to cause the Restricted Stock 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 requisite to permit the sale or other disposition by the holder of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriter advises the Company in writing that in such underwriter's good faith determination the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration then (a) Ifif such registration is a primary registration on behalf of the Company, at any time following the Effective TimeCompany shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such offering) register in such registration (i) first, the Company securities which the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or sell in such registration, (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)second, the Company shall give written notice of such proposed filing Restricted Stock held by Investor Stockholders which they propose to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include sell in such Registration Statement (an "Incidental Registration" and, collectively with registration on a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that pro rata basis based upon the number of shares of Company Common Restricted Stock included owned by such holders, (iii) third, Restricted Stock held by ITI and Casty which they propose to sell in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in registration on a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and pro rata basis based upon the number of shares of Company Common Restricted Stock to be included owned by such holders and (iv) fourth, securities held by other parties eligible for inclusion in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to statement on a pro rata basis based upon the number amount of securities originally requested to be registered held by each of them them, and (b) if such registration is a secondary registration, the Company shall (to the extent that, that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the lead underwriter's opinion, neither marketing of the effects such offering) register in the foregoing clauses such registration (i) and (ii) would result from first, the Restricted Stock held by Investor Stockholders which they propose to sell in such registration on a pro rata basis based upon the number of shares of Company Common Restricted Stock included owned by such holders, (ii) second, the Restricted Stock held by ITI and Casty which they propose to sell in such Registration. Nothing contained herein shall require the Company to reduce registration on a pro rata basis based upon the number of shares of Company Common Restricted Stock proposed to be issued owned by such holders and (iii) third, the securities held by other parties eligible for inclusion in such registration on a pro rata basis based upon the amount of securities held by them. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in a this Section 5, without thereby incurring any liability to the holders of Restricted Stock other than for the payment of Registration initiated by the Company Expenses in accordance with respect to an offering of Company Common Stock for its own accountSection 8.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 10 hereof) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account or for the account of other security holders or both (other than a Registration Statement except with respect to registration statements on Form Forms S-4 or S-8 (or another form not available for registering the Option Shares for sale to the public), it will give written notice at such time to you of its inten- tion to do so. Upon your written request, given within 30 days after receipt of any substitute form that may be adopted such notice by the CommissionCompany, to register any of the Option Shares that you have purchased, or will purchase on or before the effective date of such registration statement, pursuant to the exercise of the Option (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause such Option Shares to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by you of the Option Shares so registered. In the event that any registration pursuant to this Section 11 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by you pursuant to this Section 11 to register Option Shares shall specify that either (i) such Option Shares are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration; or (ii) for such Option Shares are to be sold in the account open market without any under- writing, on terms and conditions comparable to those normally applicable to offerings of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but common stock in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such reasonably similar circumstances. The number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock Option Shares to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to the number of securities originally requested to be registered by each of them if and to the extent thatthat the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein by the Company or other security holders of the Company. Notwithstanding anything to the contrary contained in this Section 11, in the lead underwriter's opinion, neither event that there is a firm commitment underwritten public offering of securities of the effects Company pursuant to a registration covering Option Shares and you do not elect to sell any Option Shares to the underwriters of the Company's securities in connection with such offering, you agree to refrain from selling any Option Shares during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the foregoing clauses (i) and (ii) would result from after market; provided, however, that you shall, in any event, be entitled to sell Option Shares commencing on the number 150th day after the effective date of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountregistration statement.

Incidental Registration. Commencing immediately after the date of Closing (aas defined in the Investor Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) Ifon any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at any each such time following the Effective Time, Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file a Registration Statement such registration statement, which date shall be no earlier than forty (40) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company's notice, the Company shall use its best efforts to cause to be registered under the Securities 1933 Act with respect all of the Registrable Stock that each such Holder has so requested to an offering be registered. If, in the written opinion of Company Common Stock the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) for its own account (other than at a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by price reasonably related to the Commission)) then current market value of such securities, or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) without otherwise materially and adversely affect affecting the price entire offering, then the amount of the Company Common Registrable Stock to be offered or (ii) result in a greater for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock securities to be included in such Registration by offering to the recommended amount; provided, that if securities are being offered for the account of other holders Persons as well as the Company, such reduction shall not represent a greater fraction of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested intended to be registered offered by each Holders than the fraction of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in similar reductions imposed on such Registration. Nothing contained herein shall require other Persons other than the Company over the amount of securities they intended to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountoffer.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) 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 X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to all holders of outstanding Registrable Securities of its intention so to do. Upon the written request of any such holder, received by the Company within 10 days after the giving of any such notice by the Company, to register any of its Registrable Securities, the Company will use its best 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 requisite to permit the sale or other than a Registration Statement on Form S-4 disposition by the holder of such Registrable Securities so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or S-8 (or any substitute form that 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 adopted reduced (pro rata among the requesting holders 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 such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) or (ii) Company therein, provided, however, that if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Company Common Stock (including any pursuant to a Demand Registration)Registrable Securities, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Registrable Securities shall be reduced pro rata based on the ownership of the selling stockholders that include shares in such registration of shares of Common Stock included (determined on a fully-diluted basis); and provided, further, however, that in such Registration would (i) materially and adversely affect the price no event may less than one-third of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the total number of shares of Company Common Stock to be included in such Registration by other underwriting be made available for shares of Registrable Securities. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountRegistrable Securities.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 2 or Section 4) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company Common within 10 business days after the giving of any such notice by the Company, to register any of its Restricted Stock (including any pursuant to a Demand Registrationwhich request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall give 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 requisite to permit the sale or other disposition by the holder (in accordance with its written notice request) of such proposed filing Restricted Stock so registered. In the event that any registration pursuant to each Holder as soon as practicable (but this Section 3 shall be, in any event not less than 30 days before the anticipated filing date)whole or in part, and such notice shall offer each Holder the opportunity to register such number an underwritten public offering of Registrable Securities as the Holder shall request. Upon the written direction of any HolderCommon Stock, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (pro rata among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from requesting holders based upon the number of shares of Company Common Restricted Stock included in owned by such Registration. Nothing contained herein holders) if and to the extent that the managing underwriter shall require be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company to reduce the therein, provided, however, that such number of shares of Company Common Restricted Stock proposed shall not be reduced if any shares are to be issued by included in such underwriting for the account of any person other than the Company in a Registration initiated by or requesting holders of Restricted Stock. Notwithstanding the foregoing provisions, the Company with respect may withdraw any registration statement referred to an offering in this Section 3 without thereby incurring any liability to the holders of Company Common Stock for its own accountRestricted Stock.

Incidental Registration. (a) IfIn connection with any Public Offering of Company's securities, at any time following Holder shall have the Effective Time, the right to require Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) include all or (iiat Holder's election) any portion of the Warrant Shares purchasable upon exercise of any such Warrants. Notwithstanding the foregoing, if the underwriters shall advise Company in writing that, in their experience and professional opinion arrived at in good faith based upon existing market conditions, inclusion of such number of Warrant Shares (together with the shares of Capital Stock requested for registration by any other selling equityholders) will adversely affect the price or distribution of the securities to be offered in such Public Offering solely for the account of any holders of Company Common Stock (including any pursuant Company, then Holder shall then have the right to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register include only such number of Registrable Securities as Warrant Shares that such advice by the Holder shall request. Upon underwriters indicates may be distributed without adversely affecting the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price distribution of the Company Common securities solely for Company's account. As between Holder and any other holders of Capital Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental Public Offering, such availability for inclusion in the registration rights, for such Public Offering shall be reduced in proportion to allocated pro rata based upon the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the total number of shares of Capital Stock owned or purchasable. In connection with an underwritten Public Offering, provided that all other holders of equity interests of Company Common Stock are subject to identical (or more restrictive) restrictions with respect to their equity interests, then Holder shall agree to refrain from selling or otherwise transferring (other than to a Holder-Affiliated Transferee) any Warrant Shares not included in such Registration. Nothing contained herein shall require Public Offering for a period of time (not to exceed 90 calendar days after the effective date of the registration statement for such Public Offering) as may be appropriate under the circumstances and reasonably requested by Company to reduce and the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock underwriters for its own accountsuch offering.

Incidental Registration. Commencing on the date hereof, if the Company determines that it shall file a registration statement under the 1933 Act (aother than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) Ifon any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at any each such time following the Effective Time, Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file a Registration Statement such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company's notice, the Company shall use its best efforts to cause to be registered under the Securities 1933 Act with respect all of the Registrable Stock that each such Holder has so requested to an offering be registered. If, in the written opinion of Company Common Stock the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) for its own account (other than at a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by price reasonably related to the Commission)) then current market value of such securities, or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) without otherwise materially and adversely affect affecting the price entire offering, then the amount of the Company Common Registrable Stock to be offered or (ii) result in a greater for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock securities to be included in such Registration by offering to the recommended amount; PROVIDED, that if securities are being offered for the account of other holders Persons as well as the Company, such reduction shall not represent a greater fraction of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested intended to be registered offered by each Holders than the fraction of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in similar reductions imposed on such Registration. Nothing contained herein shall require other Persons other than the Company over the amount of securities they intended to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountoffer.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 hereof) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account or for the account of other securityholders or both (other than a Registration Statement except with respect to registration statements on Form S-4 or S-8 (or any substitute another form that may be adopted by not available for registering the Commission)) or (ii) Restricted Stock for sale to the account of any holders of Company Common Stock (including any pursuant to a Demand Registrationpublic), the Company shall it will give written notice at such time to all holders of such proposed filing outstanding Restricted Stock of its intention to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo so. Upon the written direction request of any Holdersuch holder, given within 20 days following the after receipt by such Holder of any such written notice by the Company, to register any of its Restricted Stock (which direction request shall specify state the number intended method of Registrable Securities intended to be disposed of by such Holderdisposition thereof), the Company will use its best efforts to cause the Restricted Stock, as to which registration shall include 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 requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Registration Statement Restricted Stock so registered; provided that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 5 to register Restricted Stock shall specify that either (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration"i) such number Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Registrable Securities as shall Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be set forth sold in such written directionthe open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the The number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other an underwriting may be reduced (pro rata among the holders of shares of Company Common Restricted Stock requesting registration pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from this Section 5 based upon the number of shares of Company Common Restricted Stock included in so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such Registration. Nothing contained herein shall require inclusion would adversely affect the marketing of the securities to be sold by the Company to reduce the therein; provided, however, that such number of shares of Company Common Restricted Stock proposed shall not be reduced if any shares are to be issued by included in such underwriting for the account of any person other than the Company and the holders of Restricted Stock. Notwithstanding anything to the contrary contained in Section 4 or 5 hereof, in the event that there is a Registration initiated by firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall, to the extent required by such underwriters with respect to an offering all holders of Company Common Restricted Stock, refrain from selling such Restricted Stock for so registered pursuant to this Section 5 during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its own accountRestricted Stock commencing on the 120th day after the effective date of such registration statement.

Incidental Registration. (a) IfCommencing one year after the date ----------------------- hereof, at any time following if the Effective TimeCompany, the Company other than pursuant to Section 4 or 5, proposes to file a Registration Statement register any of its Class A Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (or for the account of other than a Registration Statement security holders or both, except with respect to registration statements on Form S-4 or S-8 (or another form not available for registering the Restricted Stock for sale to the public, it shall give written notice at such time to the Holders of its intention to do so. On the written request of either Holder, given within 30 days after receipt of any substitute form that may be adopted such notice by the Commission)Company, to register any of its Restricted Stock, which request shall state the intended method of disposition thereof, the Company shall use its best efforts to cause the Restricted Stock 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 requisite to permit the sale or other disposition by such Holder, in accordance with its written request, of such Restricted Stock so registered; provided, that nothing herein shall prevent the Company from -------- abandoning or delaying such registration at any time and provided that the Company shall only be obligated to register shares of Class A Common Stock. In the event that any registration pursuant to this Section shall be, in whole or in part, an underwritten public offering, any request by a Holder pursuant to this Section 6 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock otherwise being sold through underwriters under such registration or (ii) for the account of any holders of Company Common such Restricted Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended is to be disposed sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of by such Holder), the Company shall include common stock in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written directionreasonably similar circumstances. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the The number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to pro rata among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from requesting Holders based on --- ---- the number of shares of Company Common Restricted Stock included in so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such Registration. Nothing contained herein shall require inclusion would adversely affect the marketing of the securities to be sold by the Company to reduce the therein; provided, however, that such number of shares of Company Common Restricted -------- ------- Stock proposed shall not be reduced if any shares are to be issued by included in such underwriting for the account of any person other than the Company. Notwithstanding anything to the contrary contained in this Section 6, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a Holder does not elect to sell his Restricted Stock to the underwriters of the Company's securities in a Registration initiated connection with such offering, such Holder shall refrain from selling its Restricted Stock during the period of distribution of the Company's securities by such underwriters and the Company with respect period in which the underwriting syndicate participates in the after market; provided, however, that -------- ------- subject to an offering any other applicable restrictions, such Holder shall, in any event, be entitled to sell its Restricted Stock commencing on the 180th day after the effective date of Company Common Stock for its own accountsuch registration statement.

Incidental Registration. (a) IfIf the registration statement pursuant to Section 3 is no longer current or effective, at any time following the Effective Time, and the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) 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 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock, the Company will use its commercially reasonable efforts to cause the Restricted Stock 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 requisite to permit the sale or other than a Registration Statement on Form S-4 disposition by the holder of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or S-8 (or any substitute form that in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be adopted reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) or (ii) Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Company Common Stock (including any pursuant to a Demand Registration)Restricted Stock, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but and provided, further, however, that in any no event not may less than 30 days before twenty percent (20%) of the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the total number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of underwriting be made available for shares of Company Common Restricted Stock pursuant unless the managing underwriter shall in good faith advise the holders proposing to contractual incidental registration rights, shall be reduced in proportion to the number distribute their securities through such underwriting that such level of securities originally requested to be registered by each of them to the extent thatparticipation would, in the lead underwriter's its opinion, neither of materially adversely affect the effects in offering price or its ability to complete the foregoing clauses (i) offering and (ii) would result from shall specify the number of shares of Company Common Restricted Stock which, in its opinion, can be included in the registration and underwriting without such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accounteffect.

Incidental Registration. If (abut without obligation to do so) If, the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public solely for cash, whether for its own account or for the account of other security holders or both (other than a Registration Statement except with respect to registration statements relating solely to employee benefit plans on Forms S-1 or S-8, registration statements on Form S-4 S-4, or S-8 (registration statements on another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock, the Company will use its reasonable best efforts to cause the Restricted Stock 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. In the event that any registration pursuant to this Section 5 shall be, in whole or any substitute form that in part, an underwritten public offering, the number of shares of Restricted Stock to be included in such an underwriting may be adopted reduced in accordance with Section 4(e) above if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) or (ii) Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Company Common Stock (including any pursuant to a Demand Registration)Restricted Stock, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but and provided, further, however, that in any no event not may less than 30 days before 20% of the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the total number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of underwriting be made available for shares of Company Common Restricted Stock pursuant (except that in the case of the initial public offering only if the managing underwriter shall in good faith advise the holders proposing to contractual incidental registration rights, shall be reduced in proportion to the number distribute their securities through such underwriting that such level of securities originally requested to be registered by each of them to the extent thatparticipation would, in the lead underwriter's its opinion, neither of materially adversely affect the effects offering price or its ability to complete the offering, in the foregoing clauses (i) and (ii) would result from which case the number of shares of Company Common Restricted Stock included shall be further reduced to such number which, in the opinion of the managing underwriter, can be included in the registration and underwriting without such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accounteffect).

Incidental Registration. (a) IfUntil such time as any of the Warrant Shares may be sold pursuant to the provisions of Rule 144 adopted under the Act, at any time following the Effective Time, whenever the Company proposes to file a Registration Statement under registration statement with the Securities Act with respect to and Exchange Commission (the "Commission") for an offering of Company the sale of Common Stock (i) for its own account (other than a Registration Statement cash consideration only, if such registration statement would permit the inclusion of Warrant Shares to be sold on Form S-4 or S-8 (or any substitute form that may be adopted by behalf of the Holder pursuant to the rules of the Commission), it will, prior to such filing, give prompt written notice to the Holder of its intention to do so and, upon the written request of the Holder given within twenty (20) or days after the Company provides such notice, which request will state the intended method of disposition of the Warrant Shares (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration"Disposition Method"), the Company shall give written notice will, subject to the other provisions of such proposed filing to each this Section 7, cause all Warrant Shares which the Company has been requested by the Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by included in such registration statement to the extent necessary to permit their sale or other disposition in accordance with the Disposition Method; PROVIDED THAT the Company will have the right to postpone or withdraw any registration effected pursuant to this Section 7 without obligation to the Holder). In connection with any offering under this Section 7.1 involving an underwriting, the Company shall will not be required to include any Warrant Shares in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number underwriting unless the Holder accepts the terms of Registrable Securities the underwriting as shall be set forth agreed upon between the Company and the underwriters selected by it and applicable to all other sellers of shares in such written directionoffering, and then only in such quantity as will not, in the reasonable opinion of the underwriters, jeopardize the success of the offering by the Company. Notwithstanding anything contained hereinIf in the reasonable opinion of the managing underwriter the registration of all, if or part of, the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock which the Holder and other shareholders have requested to be included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbsuch public offering, then the Company will be required to include in the underwriting only that number of Registrable Securities to shares, if any, which the managing underwriter reasonably believes may be registered by each party requesting Incidental Registration rights hereunder, and sold without causing such adverse effect. If the number of shares of Company Common Stock to be included in such Registration by the underwriting in accordance with the foregoing is fewer than the total number of shares which the Holder and other shareholders have requested to be included, then the Holder and other holders of shares of Company Common Stock pursuant entitled to contractual incidental include shares of Common Stock in such registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, will participate in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from underwriting PRO RATA based upon the number of shares the Holder and each such holder of Company Common Stock has requested to be included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountregistration.

Incidental Registration. (a) If, If ABIOMED for itself or any of its security holders shall at any time following or times after the Effective Time, first anniversary of the Company proposes date hereof and prior to file a Registration Statement the seventh anniversary of the date hereof determine to register under the Securities Act with respect to an offering any shares of Company Common Stock (i) for its own account in an underwritten public offering (other than (a) the registration of an offer and sale of securities to employees of, or other persons providing services to ABIOMED pursuant to an employee or similar benefit plan, registered on Form S-8 or comparable form; or (b) relating to a Registration Statement merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or comparable rule, registered on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registrationsimilar form), the Company shall give written notice ABIOMED will notify each Holder in each case of such proposed determination at least twenty (20) days prior to the filing to each of such registration statement, and upon the request of a Holder given in writing within ten (10) days after the date of such notice, ABIOMED will use commercially reasonable efforts as soon as practicable (but in thereafter to cause any event not less than 30 days before of the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt Shares specified by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include included in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written directionregistration statement. Notwithstanding anything contained hereinthe foregoing, if the lead managing underwriter determines and advises in writing that the inclusion of an offering involving an Incidental Registration delivers all Shares of such requesting Holders and all shares of ABIOMED's Common Stock to be offered by ABIOMED and by Other Holders, whether covered by requests for registration or otherwise included, would interfere with the marketing of the securities to be sold by ABIOMED, or if the registration is at the request of a written opinion person or persons with a right to the Company (a copy of which shall be provided to the Holders) require registration, by that person or persons, then the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock otherwise to be included in such Registration the registration statement by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, Holders and Other Holders shall be reduced as follows: (i) there shall first be excluded shares proposed to be included by Other Holders not possessing legal rights to include the same pursuant to this section or any similar provision; and (ii) any further reduction shall be pro rata among such Holders and Other Holders (having such legal rights) in proportion to the number of securities originally shares as to which registration is requested to by each; provided, however, that there shall be registered by each of them to the extent that, no reduction in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares to be included therein (x) by ABIOMED or (y) if the registration is at the request of Company Common Stock a person or persons with a right to require such registration, by that person or persons. For purposes of making any such reduction, each holder (whether a Holder or Other Holder) which is a partnership, together with the affiliates, partners and retired partners of such holder, the estates and family members of any such partners and retired partners and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single holder and any pro rata reduction with respect to such holder shall be based upon the aggregate amount of Shares sought to be sold by all entities and individuals so included in such Registrationholder, and the aggregate reduction so allocated to such holder shall be allocated among the entities and individuals included in such holder in such manner as such partnership may reasonably determine. Nothing contained herein shall require If the Company to reduce managing underwriter determines and advises in writing that the number inclusion in the registration statement of any shares of Company Common Stock proposed to be issued sold by stockholders of ABIOMED would interfere with the Company marketing of the securities to be sold by ABIOMED, no notice need be given to any Holder pursuant to the first sentence of this section and no Holder will have the right to include its Shares in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountsuch registration statement.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) 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 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock 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 requisite to permit the sale or other than a Registration Statement on Form S-4 disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or S-8 (or any substitute form that in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be adopted reduced (first by excluding Series A Preferred and Series B Preferred holders on a pro rata basis and second, if necessary by excluding the holders of the Senior Securities on a pro rata basis) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) or (ii) Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Company Common Stock (including any pursuant to a Demand Registration)Restricted Stock, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but and provided, further, however, that in any no event not may less than 30 days before one-third of the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the total number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other underwriting be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountRestricted Stock.

Incidental Registration. (a) If, If the Company at any time following after the Effective Time, the Company Company's first firm commitment underwritten public offering proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice as promptly as reasonably practicable to the Investor of its intention so to do. Upon the written request of the Investor, received by the Company within 30 days after the receipt of any holders such notice, to register any of its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock 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 requisite to permit the sale or other disposition by the Investor of such Restricted Stock so registered. In the event that any registration pursuant to this SECTION 2 shall be, in whole or in part, an underwritten public offering of Common Stock (including any pursuant to a Demand Registration)and the managing underwriter advises the Company that inclusion of all such Restricted Stock would adversely affect the marketing of the offering, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before allocate the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration registration as follows: (A) first, to the person(s) who initiated such registration for all securities requested to be offered by such person(s), (B) second, to the Investor and to any other holders of shares "piggyback" registration rights requesting inclusion, pro rata on the basis of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Restricted Stock and/or Common Stock requested to be included in such Registration. Nothing contained herein shall require the registration, (C) third, to the extent of any remaining shares to be included in the registration, to the Company if the Company did not initiate such registration for the sale of securities for its own account, and (D) fourth, to reduce the extent of any remaining shares to be included in the registration, to all other persons requesting shares of Common Stock to be included in the registration, pro rata on the basis of the number of shares of Company Common Stock proposed requested to be issued by included in the registration. Notwithstanding the foregoing provisions, the Company may withdraw or cease proceeding with any registration statement referred to in a Registration initiated by this SECTION 2 without thereby incurring any liability to the Company with respect to an offering of Company Common Stock for its own accountInvestor.

Incidental Registration. (a) If, at any time following the Effective Time, If the Company proposes to file a Registration Statement register ----------------------- under the Securities Act with respect to an offering of Company any Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by sale to the Commission)) or (ii) for the account of any holders of Company Common Stock (including any public pursuant to a Demand Registration)firm commitment underwriting, the Company shall will give written notice of at such proposed filing time to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number all holders of Registrable Securities Shares, as the Holder shall requestto which Warrants have been exercised or are then exercisable, of its intention to do so. Upon the written direction request of any Holdersuch holder, given within 20 thirty (30) days following the after receipt by such Holder of any such notice by the Company, to register any of its Registrable Shares, the Company will use its reasonable best efforts to cause the Registrable Shares as to which registration shall have been so requested, to be included in the securities to be covered by such registration statement (the "Incidental Registration"), all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written notice (which direction request) of such Registrable Shares so registered; provided, however, that nothing herein shall prevent the Company -------- ------- from abandoning or delaying any such registration at any time; and provided, -------- further, that the Incidental Registration shall be subject to the provisions of ------- Sections 7.3(b) and 7.3(c) and Section 7.4 to the extent indicated therein. Any --------------- ------ ----------- request by a holder pursuant to this Section 7.3 to register Registrable Shares ----------- shall specify the number of Registrable Securities intended Shares to be disposed included in the underwriting and that such Registrable Shares are to be included in the underwriting on the same terms and conditions as the shares of by Common Stock otherwise being sold through underwriters under such Holderregistration. If the managing underwriter or underwriters shall advise the Company in writing that, in the view of such underwriters, such holders of Registrable Shares shall have requested the registration of a number of Registrable Shares that exceeds the maximum number of Shares that can be sold without having a material adverse effect on the marketing of the Common Stock to be sold under such registration statement, including the price at which such Common Stock can be sold (an "Adverse Market Effect"), the Company shall include not be required to register Shares in excess of such Registration Statement (an "Incidental Registration" andmaximum number, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion subject to the Company provisions of Section 7.3(b) (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account-------------- "Cut-Back Event").

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of other securityholders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time the Company will give written notice to all Holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any holders such Holder received by the Company within 30 days of the giving of any such notice by the Company Common to register any of such Holder's Restricted Stock (including any pursuant to a Demand Registrationwhich request shall state the intended method of disposition thereof), the Company will use its reasonable best efforts to cause the Restricted Stock as to which registration shall give 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 requisite to permit the sale or other disposition by the Holder (in accordance with such Holder's written notice request) of such proposed filing Restricted Stock so registered. In the event that any registration pursuant to each Holder as soon as practicable (but this Section 5 shall be, in any event not less than 30 days before the anticipated filing date)whole or in part, and such notice shall offer each Holder the opportunity to register such number an underwritten public offering of Registrable Securities as the Holder shall request. Upon the written direction of any HolderCommon Stock or Common Stock Equivalent Shares, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to the number of securities originally requested to be registered by each of them if and to the extent that, in that the lead underwriter's opinion, neither managing underwriter shall be of the effects in opinion that such inclusion would adversely affect the foregoing clauses (i) and (ii) would result from marketing of the number of securities to be sold by the Company or the requesting party therein or that such reduction is otherwise advisable; provided, however, that after any shares of Company Common Stock -------- ------- to be sold by holders that do not have contractual rights to have shares included in such Registration. Nothing contained herein registration have been excluded, shares to be sold by the Holders shall require be excluded in such manner that the Company shares to be excluded shall first be the shares of selling Holders and other requesting holders who, in each case, are not Affiliate Holders and whose shares are then saleable under Rule 144(e) or Rule 144(k) under the Securities Act and then pro rata among them, and if further reduction is necessary, shall next be pro rata among the remaining shares of the selling Holders and other requesting holders who are Affiliate Holders or whose shares are not then saleable under Rule 144(e) or Rule 144(k), unless such registration is pursuant to the exercise of a demand right of another securityholder, in which event such securityholder shall be entitled to include all shares it desires to have so included before any shares of Restricted Stock or shares of any other holder are included therein and provided, however, that, notwithstanding anything in -------- ------- this Agreement to the contrary, in respect of the first underwritten public offering following the date of this Agreement, no reduction shall reduce the number of shares which may be sold by requesting Holders to less than 25% of Company Common Stock proposed the shares to be issued by the Company sold in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountsuch offering.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant ----------------------- to Section 2) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company Common within 10 business days after the giving of any such notice by the Company, to register any of its Restricted Stock (including any pursuant to a Demand Registrationwhich request shall state the intended method of disposition thereof), the Company will use its commercially reasonable efforts to cause the Restricted Stock as to which registration shall give 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 requisite to permit the sale or other disposition by the holder (in accordance with its written notice request) of such proposed filing Restricted Stock so registered. In the event that any registration pursuant to each Holder as soon as practicable (but this Section 3 shall be, in any event not less than 30 days before the anticipated filing date)whole or in part, and such notice shall offer each Holder the opportunity to register such number an underwritten public offering of Registrable Securities as the Holder shall request. Upon the written direction of any HolderCommon Stock, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (pro rata among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from requesting holders based upon the number of shares of Company Common Restricted Stock included in owned by such Registration. Nothing contained herein holders) if and to the extent that the managing underwriter shall require be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company to reduce the therein; provided, however, that such number of shares of Company Common Restricted Stock proposed shall -------- ------- not be reduced if any shares are to be issued by included in such underwriting for the account of any executive officer or director of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in a Registration initiated by this Section 3 without thereby incurring any liability to the Company with respect to an offering holders of Company Common Stock for its own accountthe Restricted Stock.

Incidental Registration. (a) If, If Parent at any time following the Effective Time, the Company (other than pursuant to Section 5.3 hereof) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account or for the account of other security holders or both (other than a Registration Statement except with respect to registration statements on Form S-4 or S-8 (or another form not available for registering the Restricted Stock for sale to the public), it will give written notice at such time to all holders of Parent Common Stock of its intention to do so. Upon the written request of any substitute form that may such holder "Selling Stockholder"), given within 30 days after receipt of any such notice from Parent, to register any of its Restricted Stock, Parent will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be adopted included in the securities to be covered by the Commission)registration statement proposed to be filed by Parent to the extent requisite to permit the sale or other disposition by the Selling Stockholder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5.4 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a Selling Stockholder pursuant to this Section 5.4 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) for subject to the account approval of any holders of Company Common the underwriters, such Restricted Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended is to be disposed sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of by such Holder), the Company shall include common stock in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written directionreasonably similar circumstances. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the The number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (pro rata among the requesting holders based upon the number of securities originally shares so requested to be registered by each of them other than Parent unless any such requesting holder cannot be proportionately reduced, then including Parent) if and to the extent that, in that the lead underwriter's opinion, neither managing underwriter shall be of the effects in opinion that such inclusion would adversely affect the foregoing clauses (i) and (ii) would result from marketing of the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed securities to be issued sold by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountParent therein.

Incidental Registration. (a) If, at any time following the Effective Timetime, the Company proposes determines to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any 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 Shares for sale to the public), each such time it will give prompt written notice to all holders of Company Common Stock (outstanding Registrable Shares, including any pursuant each holder who has the right to a Demand Registration)acquire Registrable Shares, and the Company shall give written notice holders of the Comcast Shares of its intention so to do and of the proposed method of distribution of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestsecurities. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder, received by the Company within twenty (20) days after the giving of any such notice (which direction shall specify by the number Company, to include in the registration all or any part of the Registrable Securities intended to be disposed of by such Holder)Shares and the Comcast Shares, the Company will use commercially reasonable efforts to cause the Registrable Shares and the Comcast Shares as to which registration shall include have been so requested to be included in such Registration Statement (an "Incidental Registration" andthe securities to be covered by the registration statement proposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company (a copy extent and under the conditions such registration is permitted under the Securities Act and this Section 1.4. In the event that any registration pursuant to this Section 1.4 shall be, in whole or in part, an underwritten public offering of which shall be provided to the Holders) that Common Stock, the number of shares of Company Common Stock Registrable Shares and Comcast Shares to be included in such Registration would an underwriting may be reduced (i) materially and adversely affect pro rata among the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and holders based upon the number of shares of Company Common Stock to be included in Registrable Shares and Comcast Shares owned by such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them holders) if and to the extent that, in that the lead underwriter's opinion, neither managing underwriter shall be of the effects opinion that the inclusion of some or all of the Registrable Shares or Comcast Shares would adversely affect the marketing of the securities to be sold by the Company therein. Any such limitation shall be imposed in the foregoing clauses (i) and (ii) would result from such manner so as to avoid any diminution in the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce may register for sale by giving first priority for the number of shares of Company Common Stock proposed to be issued registered for issuance and sale by the Company in a Registration initiated Company, by giving second priority for any Registrable Shares to be registered pursuant to Section 1.3 hereof and the Comcast Shares, and by giving third priority for the Registrable Shares to be registered for sale by any other Investor pursuant to the terms of this Section 1.4. Notwithstanding the foregoing provisions, the Company with respect may, in its sole discretion, terminate or withdraw any registration statement referred to an offering in this Section 1.4 without thereby incurring any liability to the holders of Company Common Stock for its own accountRegistrable Shares and Comcast Shares.

Incidental Registration. (a) If, If the Corporation at any time following the Effective Time, the Company proposes for any reason to file a Registration Statement register any of its securities under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form Forms S-4 or S-8 (or any substitute form that may be adopted by the Commissionsimilar or successor form)) or (ii) for the account of any holders of Company Common Stock (including any , other than pursuant to a Demand Registration)Section 5 hereof, the Company it shall each such time promptly give written notice to all holders of such proposed filing outstanding Restricted Securities of its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date)do, and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon and, upon the written direction of any Holderrequest, given within 20 30 days following the after receipt by such Holder of any such written notice notice, of any holder or holders of the Restricted Securities then outstanding to register any Reserved Shares (which direction request shall specify the number of Registrable Securities Reserved Shares intended to be sold or disposed of by such Holderholders and shall state the intended method of disposition of such Reserved Shares by the prospective seller), the Company Corporation shall include use its best efforts to cause all such Reserved Shares to be registered under the Securities Act promptly upon receipt of the written request of such holders for such registration, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid) by the prospective seller or sellers of the Reserved Shares so registered. In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request pursuant to this Section 6 to register Reserved Shares shall specify that such Registration Statement shares are to be included in the underwriting (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration"a) such number on the same terms and conditions as the shares of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained hereinCommon Stock, if any, otherwise being sold through underwriters under such registration or (b) on terms and conditions comparable to those normally applicable to offerings of Common Stock in reasonably similar circumstances in the lead event that no other shares of Common Stock are being sold through underwriters under such registration; PROVIDED, HOWEVER, that if the managing underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) determines and advises in writing that the number inclusion of all shares of Company Common Stock requested to be included in such Registration registration would interfere with the successful marketing (iincluding pricing) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbsuch securities, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunderOther Shares, and the number of shares of Company Series B and Series C Common Stock and such Reserved Shares to be included in such Registration by other the underwritten public offering shall be reduced, first among the holders of shares Other Shares on a pro rata basis, second among the holders of Company the Reserved Shares on a pro rata basis, and third among the holders of the Series B and Series C Common Stock on a pro rata basis; PROVIDED, HOWEVER, that this Section shall not be construed so as to require the exclusion of any Prior Warrant Shares from any offering if such exclusion would conflict with the terms of the Prior Warrants. Any Reserved Shares which are excluded from the underwritten public offering (either because such shares were not requested by the holders thereof to be included therein or which were excluded pursuant to contractual incidental the immediately preceding sentence or in connection with a registration rights, pursuant to Section 5 hereof) shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result withheld from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued market by the Company holder thereof for a period, not to exceed 180 days, which the managing underwriter reasonably determines as necessary in a Registration initiated by order to effect the Company with respect to an offering of Company Common Stock for its own accountunderwritten public offering.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than ----------------------- pursuant to Section 2 hereof) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account or for the account of other securityholders or both (other than a Registration Statement except with respect to (i) registration statements on Form S-4 or S-8 or another form not available for registering the Restricted Stock for sale to the public and (or ii) the registration statement filed pursuant to the first demand exercised pursuant to the Series C Registration Rights Agreement), it will give written notice at such time to all holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any substitute form that may be adopted such holder, given within 30 days after receipt of any such notice by the CommissionCompany, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock 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 requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered; provided that nothing herein shall prevent the Company from abandoning or -------- delaying such registration at any time. In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 4 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) for the account of any holders of Company Common such Restricted Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended is to be disposed sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of by such Holder), the Company shall include common stock in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written directionreasonably similar circumstances. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the The number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other an underwriting may be reduced (pro rata among the requesting holders of shares of Company Common Restricted Stock and --- ---- other requesting securityholders who request pursuant to contractual their demand or incidental registration rights or other similar rights, shall be reduced in proportion to based upon the total number of securities originally shares so requested to be registered by each of them registered) if and to the extent thatthat the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. Notwithstanding anything to the contrary contained in this Section 4, in the lead underwriter's opinion, neither event that there is a firm commitment underwritten public offering of securities of the effects Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted Stock for a period, to be determined by the managing underwriter, of up to 180 days. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Please indicate your acceptance of the foregoing clauses (i) by signing and (ii) would result from returning the number enclosed counterpart of shares of Company Common Stock included in such Registration. Nothing contained herein this Amendment, whereupon this Amendment shall require be a binding agreement between the Company to reduce and you. Very truly yours, INTRALINKS, INC. By: /s/ ------------------------------- Name: Title: AGREED TO AND ACCEPTED as of the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account.date first above written: /s/ Xxxxx Xxxxx-Xxxxx ---------------------------- EUCLID PARTNERS IV, L.P. Xxxxx Xxxxx-Xxxxx By: Euclid Associates IV, L.P. By: /s/ XXXXXX XXXXX-XXXXX TRUST ---------------------------- Its: General Partner Name: Title: By: /s/ Xxxxxxx Xxxxx -------------------------- Name: Xxxxxxx Xxxxx Title: Trustee PERSEUS CAPITAL, LLC /s/ X. X. Xxxxx ---------------------------- By: /s/ Xxxxxxx X. Xxxx Xxxxxx X. Xxxxx ---------------------------- Name: Xxxxxxx X. Xxxx Title: Senior Vice President /s/ Xxxx X. Xxxxxxx ---------------------------- CATALYST INVESTMENTS (BELGIUM) N.V. Xxxx X. Xxxxxxx By: /s/ XXXXX XXXX XXXXXXX TRUST ----------------------------- Name: Mees Pierson Trust (Belgie) N.V. Title: Managing Director J. Hereijgers B.V.B.A By: /s/ Xxxxx X. Xxxxxxx Xx xxxx J. Hereijgers ---------------------------- Name: Xxxxx X. Xxxxxxx Title: Trustee XXXX XXXX XXXXXXX TRUST XXXXXXX FAMILY TRUST By: /s/ Xxxxx X. Xxxxxxx By: _____________________________ ----------------------------- Name: Xxxxx X. Xxxxxxx Name: Title: Trustee Title: XXXX XXXXX XXXXXXX TRUST XXXXXXX BROTHERS LLC By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx ----------------------------- ----------------------------- Name: Xxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Trustee Title: President /s/ Xxxxxxx X. Xxxx Xx. __________________________________ ---------------------------------- Xxxxxxxxx Xxxxxxxx Xxxxxxx X. Xxxx, Xx. XXXXXXX X. XXXX, XX. FAMILY TRUST __________________________________ Xxxx Xxxxxxxx By: /s/ Xxxxx Xxxxxxxx __________________________________ ------------------------------ Xxxxxx X. Xxxxx Name: Xxxxx Xxxxxxxx, Pres. Title: Xxxxxx & X'Xxxxx, LLC, Trustee /s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxx ---------------------------------- ---------------------------------- Xxxxxx X. Xxxxxxx Xxxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxx __________________________________ ---------------------------------- Xxxxx X. Xxxxxxx Xxxxxx Xxxxxx INCLUSIVE VENTURES LLC /s/ Xxxx Xxxxxxx ---------------------------------- Xxxx Xxxxxxx By: /s/ ------------------------------ Name: Title: GREENWICH VENTURES XX XXXXXXX INVESTMENT LTD. PARTNERSHIP By: /s/ Xxx Xxxxxx By: /s/ Xxxx Xxxxxxx ------------------------------- ---------------------------- Name: Xxx Xxxxxx Name: Title: Manager, Greenwich Ventures, LLC Title: General Partner Greenwich Ventures, LP VANTAGE VENTURES CV By: /s/ Xxx Xxxxxx ------------------------------- Name: Xxx Xxxxxx Title: Manager, Greenwich Ventures, LLC Investment Partner Vantage Ventures CV LANDWELL FINANCIAL SERVICES, INC. By: _______________________________ Name: Title: /s/ Xxxxxx X. Xxxxxx ----------------------------------- Xxxxxx X. Xxxxxx XXXX XXXXXXX IRREVOCABLE TRUST FOR THE BENEFIT OF XXXXXXXX XXXXXXX By: /s/ Xxxx Xxxxxxx ------------------------------- Name: Title: XXXX XXXXXXX IRREVOCABLE TRUST FOR THE BENEFIT OF XXXXXX XXXXXXX

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company Common or both (except with respect to registration statements on Forms S-4, X-0 xx another form not available for registering the Restricted Stock (including any pursuant for sale to a Demand Registrationthe public), the Company shall each such time it will give written notice to all holders of such proposed filing outstanding Restricted Stock and Common Shares of its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder, received by the Company within 30 days after the giving of any such notice (which direction shall specify by the number Company, to register any of Registrable Securities intended to be disposed of by such Holder)its Restricted Stock and Common Shares, the Company will use its best efforts to cause the Restricted Stock and Common Shares as to which registration shall include have been so requested to be included in such Registration Statement (an "Incidental Registration" andthe securities to be covered by the registration statement proposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company (a copy extent requisite to permit the sale or other disposition by the holder of which such Restricted Stock and/or Common Shares so registered. In the event that any registration pursuant to this Section 5 shall be provided to the Holders) that be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Company Restricted Stock and/or Common Stock Shares to be included in such Registration an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would (i) materially and adversely affect the price marketing of the Company Common Stock securities to be offered or (ii) result in a greater amount sold by the Company therein, with 80% of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities such reduction to be registered by each party requesting Incidental Registration rights hereunder, made out of the Common Shares and 20% to be made out of the number of shares of Company Common Restricted Stock to be included in such Registration by offering, provided that no such reductions shall be made if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock and/or Common Shares. Any reductions in shares of Company Restricted Stock or Common Stock pursuant to contractual incidental registration rights, Shares shall be reduced in proportion to made pro rata among the number holders of securities originally requested to be registered by each of them to Restricted Stock and/or Common Shares requesting registration hereunder, as the extent thatcase may be, in the lead underwriterbased upon such holder's opinion, neither percentage of the effects in the foregoing clauses (i) and (ii) would result from the total number of shares of Company Restricted Stock or Common Shares (as the case may be) held by all requesting holders. In the event that Meditrust is not an Investor under the Purchase Agreement, and there is proposed a reduction in the shares of Restricted Stock included or Common Shares to be made in order for Meditrust to include shares of capital stock in a registration statement hereunder pursuant to other contractual registration rights of Meditrust, such Registrationreduction shall be made entirely out of the Common Shares held by the Common Stockholders other than the Series A Holder on a pro rata basis or as otherwise agreed among such Common Stockholders. Nothing contained herein shall require Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to reduce in this Section 5 without thereby incurring any liability to the number holders of shares of Company Restricted Stock or Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountShares.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock or Xxxxx Common Stock (including any pursuant for sale to a Demand Registrationthe public), the Company shall each such time it will give written notice to all holders of outstanding Restricted Stock and to Xxxxx (except if the registration statement filed in connection with such proposed filing to each Holder as soon as practicable registration covers an initial public offering of securities of the Company under the Securities Act (but in any event not less than 30 days before the anticipated filing date"IPO"), and such notice shall offer each Holder in which case then to the opportunity holders of outstanding Restricted Stock alone) of its intention so to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder, and/or of Xxxxx (except in the case of such initial public offering), received by the Company within 30 days after the giving of any such notice (which direction shall specify by the number Company, to register any of Registrable Securities intended to be disposed of by such Holder)its Restricted Stock and/or Xxxxx Common Stock, as the case may be, the Company will use its best efforts to cause the Restricted Stock and/or Xxxxx Common Stock as to which registration shall include have been so requested to be included in such Registration Statement (an "Incidental Registration" andthe securities to be covered by the registration statement proposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company (a copy extent requisite to permit the sale or other disposition by the holder of which such Restricted Stock and/or by Xxxxx of Xxxxx Common Stock so registered. In the event that any registration pursuant to this Section 5 shall be provided to the Holders) that be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Company Common Restricted Stock included in such Registration would (i) materially and adversely affect the price of the Company Xxxxx Common Stock to be offered or included, collectively, in such an underwriting may be reduced (ii) result in a greater amount of Company Common Stock being offered than pro rata among the market could reasonably absorbrequesting holders and Xxxxx, then based upon the number of Registrable Securities to be registered shares of Restricted Stock owned by each party requesting Incidental Registration rights hereunder, such holders and the number of shares of Xxxxx Common Stock, collectively) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock and Xxxxx Common Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock or Xxxxx, and provided, further, however, that, except in connection with the IPO, in no event may less than one-third of the total number of shares of Common Stock to be included in such Registration by other underwriting be made available for shares of Restricted Stock and/or Xxxxx Common Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of shares of Company Common Restricted Stock pursuant or to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountXxxxx.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than ----------------------- pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) 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 X-0, X-0 or another form not available for registering the Restricted Stock, the Warrant Shares or the Founders' Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock, Warrant Shares or Founders' Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock, Warrant Shares or Founders' Stock, the Company will use its best efforts to cause the Restricted Stock, Warrant Shares or Founders' Stock 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 requisite to permit the sale or other than a Registration Statement on Form S-4 disposition by the holder of such Restricted Stock, Warrant Shares or S-8 (Founders' Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or any substitute form that in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock, Warrant Shares or Founders' Stock to be included in such an underwriting may be adopted reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock, Warrant Shares or Founders' Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) Company therein, provided, however, that such number of shares of Restricted Stock, -------- ------- Warrant Shares or (ii) Founders' Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Company Common Stock (including any pursuant to a Demand Registration)Restricted Stock, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but Warrant Shares or Founders' Stock, and provided, further, however, that in any no event not may less than 30 days before one-third -------- ------- ------- of the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the total number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of underwriting be made available for shares of Company Common Restricted Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, or Founders' Stock except in the lead underwriter's opinion, neither event that the underwritten offering is the initial public offering of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by which case all of the Restricted Stock, Warrant Shares and Founders' Stock may be excluded. Notwithstanding the foregoing provisions, the Company with respect may withdraw any registration statement referred to an offering in this Section 5 without thereby incurring any liability to the holders of Company Common Stock for its own accountRestricted Stock, Warrant Shares or Founders' Stock.

Incidental Registration. (a) IfIf the registration statement pursuant to Section 3 is no longer current or effective, at any time following the Effective Time, and the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) 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, S-8 or another form not available for registering the Restricted Xxxxx xxr sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock, the Company will use its commercially reasonable efforts to cause the Restricted Stock 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 requisite to permit the sale or other than a Registration Statement on Form S-4 disposition by the holder of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or S-8 (or any substitute form that in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be adopted reduced (PRO RATA among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) or (ii) Company therein, PROVIDED, HOWEVER, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Company Common Stock (including any pursuant to a Demand Registration)Restricted Stock, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but and PROVIDED, FURTHER, HOWEVER, that in any no event not may less than 30 days before twenty percent (20%) of the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the total number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of underwriting be made available for shares of Company Common Restricted Stock pursuant unless the managing underwriter shall in good faith advise the holders proposing to contractual incidental registration rights, shall be reduced in proportion to the number distribute their securities through such underwriting that such level of securities originally requested to be registered by each of them to the extent thatparticipation would, in the lead underwriter's its opinion, neither of materially adversely affect the effects in offering price or its ability to complete the foregoing clauses (i) offering and (ii) would result from shall specify the number of shares of Company Common Restricted Stock which, in its opinion, can be included in the registration and underwriting without such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accounteffect.

Incidental Registration. (a) If, The Company agrees that if at any ---------------------- time following the Effective Time, the Company proposes it shall propose to file a Registration Statement registration statement under the Securities Act with respect to an offering of Company Common Stock 1933, as amended (ithe "Securities Act") on a form suitable for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted sales by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)selling shareholders, the Company shall it will give written notice to such effect to the Holder, at least thirty (30) days prior to such filing, and, at the written request of the Holder, made within ten (10) days after the receipt of such proposed notice, will include therein at the Company's cost and expense (except for the fees and expenses of counsel to the Holder and underwriting discounts, commissions and filing fees attributable to each the Warrant Shares included therein) such of the Warrant Shares held by the Holder as soon as practicable it shall request; provided, however, that if the offering being registered by the Company is underwritten and if no other outstanding shares of Company's common stock are included therein and if the representative of the underwriters certifies that the inclusion therein of the Warrant Shares would materially and adversely effect the sale of the securities to be sold by the Company thereunder, the public offering of the Warrant Shares included in such registration statement either shall be delayed for a period of ninety (but in any event 90) days after the commencement of the underwritten public offering, provided that the representative of the underwriters certifies that such delay would not less than 30 days before materially and adversely effect the anticipated filing date)sale of the securities to be sold by the Company or, and such notice shall offer each Holder if the opportunity to register such number representative of Registrable Securities as the underwriters will not so certify, the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended not be permitted to be disposed of by such Holder), the Company shall include participate in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written directionregistration. Notwithstanding anything contained hereinthe foregoing, if the lead underwriter representative of an offering involving an Incidental Registration delivers a written opinion the underwriters certifies that the inclusion therein of the Warrant Shares would materially and adversely effect the sale of the securities to be sold by the Company, the Holder shall have the option to retain on its behalf and at the expense of the Company (except for the fees and expenses of counsel to the Holder and underwriting discounts, commissions and filing fees attributable to the shares of the Warrant Shares included therein), or to cause the Company to retain the services of underwriters reasonably acceptable to the Company (a copy of which shall who will be provided able to sell the Holders) Warrant Shares concurrently with that being offered for sale by the number of shares of Company Common Stock Company. The Company, at its own expense, will cause the prospectus included in such Registration would (i) materially and adversely affect registration statement to meet the price requirements of the Company Common Stock Securities Act for such period of time, not exceeding ninety (90) days, as may be necessary to be offered or (ii) result in a greater amount of Company Common Stock being offered than effect the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither sale of the effects in Warrant Shares included at the foregoing clauses (i) and (ii) would result from request of the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountHolder.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 5) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company Common or both (except with respect to registration statements on Forms S-4, X-0 xx another form not available for registering the Restricted Stock (including any pursuant for sale to a Demand Registrationthe public), the Company shall each such time it will give written notice to all holders of such proposed filing outstanding Restricted Stock of its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder, received by the Company within 30 days after the giving of any such notice (which direction shall specify by the number Company, to register any of Registrable Securities intended to be disposed of by such Holder)its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock as to which registration shall include have been so requested to be included in such Registration Statement (an "Incidental Registration" andthe securities to be covered by the registration statement proposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company (a copy extent requisite to permit the sale or other disposition by the holder of which such Restricted Stock so registered. In the event that any registration pursuant to this Section 4 shall be provided to the Holders) that be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (pro rata among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company Common therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such Registration. Nothing contained herein shall require underwriting for the account of any person other than the Company or requesting holders of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to reduce in this Section 4 without thereby incurring any liability to the holders of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountupon conversion thereof.

Incidental Registration. (a) If, at any Each time following the Effective Time, the Company proposes shall determine to file a Registration Statement registration statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 S-8 or S-8 (Form S-4) in connection with the proposed offer and sale for money of any of its securities by it or by any substitute form that may of its security holders, the Company will give written notice of its determination to all holders of Registrable Stock. Upon the written request of a holder of any Registrable Stock, the Company will cause all such Registrable Stock, the holders of which have so requested registration thereof, to be adopted included in such registration statement, all to the extent requisite to permit the sale or other disposition by the Commission)) prospective seller or (ii) for sellers of the account Registrable Stock to be so registered in accordance with the terms of any holders of Company Common Stock (including any pursuant the proposed offering. If the registration statement is to a Demand Registration)cover an underwritten distribution, the Company shall give written notice use its best efforts to cause the Registrable Stock requested for inclusion pursuant to this Section 11(b) to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in the good faith judgment of the managing underwriter of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before public offering, the anticipated filing date), and such notice shall offer each Holder inclusion of all of the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended Stock requested to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration registered would (i) materially and adversely affect the price successful marketing of the Company Common other shares proposed to be offered, then the amount of the Registrable Stock to be offered or (ii) result included in a greater amount of Company Common the offering shall be reduced and the Registrable Stock being offered than and the market could reasonably absorb, then the number of Registrable Securities other shares to be registered offered shall participate in such offering as follows: the shares to be sold by each party requesting Incidental Registration the Company shall receive priority along with, if the registration statement is filed because of the exercise of demand registration rights hereunderby one or more shareholders, the shares to be sold by such shareholder(s), and the number of Registrable Stock and any other shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, offering shall be reduced pro rata in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued included in such offering by the Company in a Registration initiated by the Company with respect to an offering each holder of Company Common Stock for its own accountsuch shares.

Incidental Registration. (a) If, If the Company at any time on or following the Effective Time, 180th day following the Company date of this Agreement (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) 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 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to the holder of outstanding Restricted Stock of its intention so to do. Upon the written request of such holder, received by the Company within 10 days after the giving of any such notice by the Company, to register any of its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock 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 requisite to permit the sale or other than a Registration Statement on Form S-4 disposition by the holder of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or S-8 (or any substitute form that in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be adopted reduced (if the initial holder made any transfers of Restricted Stock and related registration rights hereunder, then pro rata among the initial holder of Restricted Stock and his transferees based upon the number of shares of Restricted Stock owned by such holder) if and to the extent that, and only to the extent that, the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) or (ii) Company therein, provided, however, that if any shares are to be included in such underwriting for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), person other than the Company shall give written notice or the initial holder of Restricted Stock, such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Restricted Stock shall be reduced pro rata based on the ownership of the selling stockholders that include shares in such registration of shares of Common Stock included (determined on a fully-diluted basis); and provided, further, however, that in such Registration would (i) materially and adversely affect the price no event may less than one-third of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the total number of shares of Company Common Stock to be included in such Registration by other holders of underwriting be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company Common Stock pursuant may withdraw any registration statement referred to contractual incidental registration rights, shall be reduced in proportion this Section 5 without thereby incurring any liability to the number holder of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountRestricted Stock.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or 5 hereof) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account or for the account of other security holders or both (other than a Registration Statement except with respect to registration statements on Form S-4 or S-8 (or another form not available for registering the Restricted Stock for sale to the public), it will give written notice at such time to all holders of outstanding Restricted Stock and Founders Stock of its intention to do so. Upon the written request of any substitute form that may be adopted such holder, given within 30 days after receipt of any such notice by the CommissionCompany, to register any of its Restricted Stock or Founders Stock or both, as the case may be, (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock or Founders Stock or both, as the case may be, 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 requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock or Founders Stock, as the case may be, so registered; provided that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. In the event that any registration pursuant to this Section 6 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 6 to register Restricted Stock or Founders Stock, as the case may be, shall specify that either (i) such Restricted Stock or Founders Stock, as the case may be, is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters in connection with such registration or (ii) such Restricted Stock or Founders Stock, as the case may be, is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock or Founders Stock or both, as the case may be, to be included in an underwriting in accordance with clause (i) above may be reduced pro rata among the requesting holders of Restricted Stock or Founders Stock, as applicable, based upon the number of shares of Restricted Stock or Founders Stock so requested to be registered, if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Restricted Stock or Founders Stock or both, as the case may be, shall not be reduced if any shares are to be included in such underwriting for the account of any holders person other than the Company. Notwithstanding anything to the contrary contained in this Section 6, in the event that there is a firm commitment underwritten public offering of securities of the Company Common Stock (including any -7- pursuant to a Demand Registration)registration covering Restricted Stock or Founders Stock or both, as the Company case may be, and a holder of Restricted Stock or Founders Stock, as the case may be, does not elect to sell his Restricted Stock or Founders Stock, as the case may be, to the underwriters of the Company's securities in connection with such offering, such holder shall give written notice refrain from selling such Restricted Stock or Founders Stock, as the case may be, so registered pursuant to this Section 6 during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its Restricted Stock or Founders Stock, as the case may be, commencing on the 90th day after the effective date of such proposed filing to each Holder as soon as practicable registration statement or, if later, on such date (but in any no event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered later than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in 180th day after such Registration by other holders of shares of Company Common Stock pursuant to effective date) as contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued "lock-up" restrictions imposed by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountunderwriters shall expire or be released.

Incidental Registration. Commencing immediately after the date of Closing (aas defined in the Investor Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) Ifon any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at any each such time following the Effective Time, Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file a Registration Statement such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company shall use its best efforts to cause to be registered under the Securities 1933 Act with respect all of the Registrable Stock that each such Holder has so requested to an offering be registered. If, in the written opinion of Company Common Stock the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) for its own account (other than at a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by price reasonably related to the Commission)) then current market value of such securities, or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) without otherwise materially and adversely affect affecting the price entire offering, then the amount of the Company Common Registrable Stock to be offered or (ii) result in a greater for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock securities to be included in such Registration by offering to the recommended amount; provided, that if securities are being offered for the account of other holders Persons as well as the Company, such reduction shall not represent a greater fraction of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested intended to be registered offered by each Holders than the fraction of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in similar reductions imposed on such Registration. Nothing contained herein shall require other Persons other than the Company over the amount of securities they intended to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountoffer.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company ----------------------- proposes for any reason to file a Registration Statement register any of its securities under the Securities Act with respect (other than pursuant to an offering a registration statement on Form X-0, X-00 or S-15 or similar or successor form (collectively, "Excluded Forms")), it shall at such time promptly give written notice to all Purchasers of Company its intention so to do, and, upon the written request, given within 30 days after receipt of any such notice, of any such Purchase to register any shares of Common Stock (i) for its own account (other than a Registration Statement on Form S-4 which request shall specify the shares intended to be sold or S-8 (or any substitute form that may be adopted disposed of by such holders and shall state the intended method of disposition of such shares by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registrationprospective seller), the Company shall give use its best efforts to cause all such shares of Common Stock to be registered under the Securities Act promptly upon receipt of the written notice request of such holders for such registration, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid) by the prospective seller or sellers of the Common Stock so registered. In the event that the proposed filing registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, any request pursuant to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity this Section 1 to register Common Stock may specify that such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended shares are to be disposed included in the underwriting (a) on the same terms and conditions as those on which any Common Stock is otherwise being sold through underwriters under such registration or (b) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock are being sold through underwriters under such registration; provided, however, that if the managing underwriter determines and advises -------- ------- in writing that the inclusion of all Common Stock proposed to be included in the underwritten public offering and other issued and outstanding shares of Common Stock proposed to be included therein by such Holder), persons other than those owned by Purchasers (the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "RegistrationOther Shares") would interfere with the successful marketing of such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained hereinsecurities, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that then the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock Other Shares to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, underwritten public offering shall be reduced reduced, pro rata; provided, however, that in proportion to no event -------- -------- ------- may such reduction have the number effect of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account.not permitting at least

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) 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 Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock, the Company will use its reasonable best efforts to cause the Restricted Stock 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 requisite to permit the sale or other disposition by the holder of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriter advises the Company in writing that in such underwriter's good faith determination the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration then (a) Ifif such registration is a primary registration on behalf of the Company, at any time following the Effective TimeCompany shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such offering) register in such registration (i) first, the Company securities which the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or sell in such registration, (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)second, the Company shall give written notice of such proposed filing Restricted Stock held by Investor Stockholders which they propose to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include sell in such Registration Statement (an "Incidental Registration" and, collectively with registration on a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that pro rata basis based upon the number of shares of Company Common Restricted Stock included owned by such holders, (iii) third, Restricted Stock held by ITI and Casty which they propose to sell in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in registration on a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and pro rata basis based upon the number of shares of Company Common Restricted Stock to be included owned by such holders and (iv) fourth, securities held by other parties eligible for inclusion in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to statement on a pro rata basis based upon the number amount of securities originally requested to be registered held by each of them them, and (b) if such registration is a secondary registration, the Company shall (to the extent that, that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the lead underwriter's opinion, neither marketing of the effects such offering) register in the foregoing clauses such registration (i) and (ii) would result from first, the number of shares of Company Common Restricted Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued held by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account.Investor Stockholders which

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 2.3 or Section 2.5) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company Common or both (except with respect to Registration Statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock (including any pursuant for sale to the public or in connection with a Demand RegistrationRule 145 transaction), the Company shall each such time it will give written notice to all Investors of such proposed filing its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction request of any HolderInvestor, given received by the Company within 20 30 days following after the receipt by such Holder giving of any such written notice (which direction shall specify by the number Company, to register any of Registrable Securities intended to be disposed of by such Holder)its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock as to which registration shall include have been so requested to be included in such the securities to be covered by the Registration Statement (an "Incidental Registration" andproposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company (a copy extent requisite to permit the sale or other disposition by the holder of which such Restricted Stock so registered. In the event that any registration pursuant to this Section 2.4 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriter determines in good faith that the inclusion of all shares requested to be provided to registered would adversely affect the Holders) that offering, the number of shares of Company Common Stock that may be included in the underwriting shall be allocated first, to the Company; second, to the Investors requesting to register shares in such Registration would (i) materially and adversely affect underwritten public offering on a pro rata basis based on the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the total number of shares of Restricted Stock held by the Investors requesting to register shares in such underwritten public offering; and third, to any other stockholder of the Company on a pro-rata basis; provided, however, that in no event may less than one-third of the total number of shares of Common Stock to be included in such underwriting, other than the Company’s Initial Public Offering, be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any Registration by other Statement referred to in this Section 2.4 without thereby incurring any liability to the holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountRestricted Stock.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other ----------------------- than pursuant to Section 2 or Section 4 of this Agreement) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of other shareholders or both (except with respect to registration statements on Forms X-0, X-0 or such other form which is not available for registering Common Stock for sale to the public), each such time it will give at least 20 days prior written notice to Coyote of its intention so to do. Upon the written request of either or both of Coyote I or Coyote II, received by the Company within 15 days after the giving of any holders such notice by the Company, to register any of Company their Common Stock (including any pursuant to a Demand Registrationwhich request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Common Stock as to which registration shall give 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 requisite to permit the sale or other disposition by either or both of Coyote I or Coyote II (in accordance with their written notice request) of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestCommon Stock so registered. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder)Alternatively, the Company shall may include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect a separate registration statement to be filed concurrently with the price registration statement for the securities to be filed by the Company. In the event that any registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering of Common Stock for the account of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbCompany, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, included in such underwritten public offering may be reduced if and to the number extent that the managing underwriter advises the Company in writing that in its opinion such inclusion would materially adversely affect the marketing of shares of Company the Common Stock to be included in sold by the Company therein; provided, however, that the number of such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, Registrable -------- -------- Securities shall be reduced in proportion pro rata (based on the number of Registrable Securities owned) with the shares of Common Stock to be registered for the account of all persons other than the Company. Except as set forth above, there shall be no limit to the number of securities originally registrations that may be requested pursuant to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountthis Section 3.

Incidental Registration. (a) If, If at any time following the Effective TimeCompany determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file a Registration Statement such registration statement, which date shall be no earlier than forty (40) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company's notice, the Company shall use its best efforts to cause to be registered under the Securities 1933 Act with respect all of the Registrable Stock that each such Holder has so requested to an offering be registered. If, in the written opinion of Company Common Stock the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) for its own account (other than at a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by price reasonably related to the Commission)) then current market value of such securities, or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) without otherwise materially and adversely affect affecting the price entire offering, then the amount of the Company Common Registrable Stock to be offered or (ii) result in a greater for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock securities to be included in such Registration by offering to the recommended amount; provided, that if securities are being offered for the account of other holders Persons as well as the Company, such reduction shall not represent a greater fraction of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested intended to be registered offered by each Holders than the fraction of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in similar reductions imposed on such Registration. Nothing contained herein shall require other Persons other than the Company over the amount of securities they intended to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountoffer.

Incidental Registration. Commencing immediately after the date of Closing (aas defined in the Investor Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) Ifon any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at any each such time following the Effective Time, Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file a Registration Statement such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company's notice, the Company shall use its best efforts to cause to be registered under the Securities 1933 Act with respect all of the Registrable Stock that each such Holder has so requested to an offering be registered. If, in the written opinion of Company Common Stock the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) for its own account (other than at a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by price reasonably related to the Commission)) then current market value of such securities, or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) without otherwise materially and adversely affect affecting the price entire offering, then the amount of the Company Common Registrable Stock to be offered or (ii) result in a greater for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the REGISTRATION RIGHTS AGREEMENT 27 total amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock securities to be included in such Registration by offering to the recommended amount; provided, that if securities are being offered for the account of other holders Persons as well as the Company, such reduction shall not represent a greater fraction of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested intended to be registered offered by each Holders than the fraction of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in similar reductions imposed on such Registration. Nothing contained herein shall require other Persons other than the Company over the amount of securities they intended to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountoffer.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or 5 hereof) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account or for the account of other security holders or both (other than a Registration Statement except with respect to 5 134 registration statements on Form S-4 or Form S-8 (or another form not available for registering the Restricted Stock for sale to the public), it will give written notice at such time to all holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any substitute form that may be adopted such holder, given within 30 days after receipt of any such notice by the CommissionCompany, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock 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 requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered; provided that nothing herein shall prevent the Company from abandoning or delaying such registration at any time; provided, further, that the only securities which the Company shall be required to register shall be shares of Common Stock. In the event that any registration pursuant to this Section 6 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 6 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters in connection with such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in an underwriting in accordance with clause (i) above may be reduced pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock so requested to be registered, if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that if any shares are to be included in such underwriting for the account of any holders person other than the Company, the shares to be so included shall be subject first to reduction before the shares of Restricted Stock are reduced pro rata. Notwithstanding anything to the contrary contained in this Section 6, in the event that there is a firm commitment underwritten public offering of securities of the Company Common Stock (including any pursuant to a Demand Registration)registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall refrain from selling such Restricted Stock so registered pursuant to this Section 6 during the Company shall give written notice period of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before distribution of the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt Company's securities by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, underwriters and the number of shares of Company Common Stock to be included period in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to which the number of securities originally requested to be registered by each of them to the extent that, underwriting syndicate participates in the lead underwriter's opinionafter market; provided, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account.however, that such

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than ----------------------- pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) 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 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock and to the Founder of its intention so to do. Upon the written request of any such holder of Restricted Stock or the Founder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of the Restricted Stock or the Founder Stock, the Company will use its best efforts to cause the Restricted Stock and/or the Founder Stock 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 requisite to permit the sale or other than a Registration Statement on Form S-4 disposition by the holder of such Restricted Stock and/or Founder Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or S-8 (or any substitute form that in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock and/or Founder Stock to be included in such an underwriting may be adopted reduced (pro rata among the requesting holders of Restricted Stock and Founder Stock based upon the number of shares of Restricted Stock or Founder Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) or (ii) Company therein, provided, however, that such -------- ------- number of shares of Restricted Stock and/or Founder Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Company Common Restricted Stock (including any pursuant to a Demand Registration)and/or Founder Stock, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but and provided, further, however, that in any no event not may less than 30 days before -------- ------- ------- one-third of the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the total number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other underwriting be made available for shares of Restricted Stock and Founder Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of shares of Company Common Restricted Stock pursuant to contractual incidental registration rights, shall be reduced in proportion or to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountFounder.

Incidental Registration. (a) If, If the Company at any time following during the Effective Time, the Company Registration Period (other than pursuant to Section 2 hereof) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders or both (except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering Registerable Stock for sale by the holders thereof to the public), it will give notice at such time to all holders of Company Common outstanding Registerable Stock (including any pursuant of its intention to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo so. Upon the written direction request of any Holdersuch holder(s), given within 20 days following the after receipt by such Holder of any such written notice (which direction shall specify by the number Company, to register any of Registrable Securities intended to be disposed of by such Holder)its Registerable Stock, the Company will use its best efforts to cause the Registerable Stock as to which registration shall include have been so requested to be included in such Registration Statement (an "Incidental Registration" andthe securities to be covered by the registration statement proposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company (a copy of which shall be provided extent requisite to permit the sale by such holder(s) to the Holders) public of such Registerable Stock so registered. In the event that any registration pursuant to this Section 3 shall cover an underwritten public offering of Common Stock, the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Registerable Stock to be included in such Registration by other holders underwriting shall be included, insofar as is practicable, on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters. Notwithstanding the foregoing, the number of shares of Company Common Registerable Stock pursuant to contractual incidental registration rights, shall be included in such an underwriting may be reduced (pro rata among the selling shareholders participating in proportion to such underwriting, including, without limitation, the requesting holders of Registerable Stock, based upon the number of securities originally shares of Registerable Stock so requested to be registered by each of them the holders thereof) if and to the extent thatthat the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein by any other seller (including without limitation the Company). Notwithstanding anything to the contrary contained in this Section 3, in the lead underwriter's opinion, neither event that there is a firm commitment underwritten public offering of securities of the effects in the foregoing clauses (i) Company pursuant to a registration covering Registerable Stock, and (ii) would result from the number a holder of shares of Company Common Registerable Stock included in such Registration. Nothing contained herein shall require the Company does not elect to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account.sell his Registerable Stock

Incidental Registration. (a) If, If the Corporation at any time following (other than pursuant to an initial public offering of the Effective Time, the Company Corporation's securities) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock the public, (i) for its own account (except with respect to registration statements on Forms X-0, X-0 or such other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by which is not available for registering Common Shares for sale to the Commission)public) or (ii) from and after the time the Threshold (as defined below) has been reached and to the extent in excess thereof, for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)the Apollo Entities, the Company shall each such time it will give at least 10 days prior written notice to all Shareholders of such proposed filing its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written Shareholder, received by the Corporation within five days after the giving of any such notice by the Corporation, to register any of its shares of Common Stock (which direction request shall specify state the number intended method of Registrable Securities intended to be disposed of by such Holderdisposition thereof), the Company Corporation will use all commercially reasonable efforts to cause the shares of Common Stock as to which registration shall include have been so requested to be included in such Registration Statement (an "Incidental Registration" andthe securities to be covered by the registration statement proposed to be filed by the Corporation, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company extent requisite to permit the sale by the Shareholder (in accordance with its written request) of such shares of Common Stock so registered. Alternatively, the Corporation may in its sole discretion include such shares of Common Stock in a copy separate registration statement to be filed concurrently with the registration statement for the securities to be filed by the Corporation for its own account or for the account of which the Apollo Entities. In the event that any registration pursuant to this Paragraph 11 shall be provided to the Holders) that be, in whole or in part, an underwritten public offering of shares of Common Stock, the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (pro rata among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from requesting Shareholders based upon the number of shares of Company Common Stock included owned by such Shareholders) due to underwriter market limitations if, and to the extent, that the managing underwriter advises the Corporation that in its opinion such Registrationinclusion would adversely affect the marketing of the securities to be sold by the Corporation therein. Nothing contained herein In addition, if the managing underwriter so advises, for any reason, against the inclusion of all or any portion of shares or Common Stock owned by Shareholders in the public offering, then the Shareholders shall require only have the Company right to reduce register shares of Common Stock therein as so advised by the managing underwriter. It is acknowledged by the parties hereto, that the rights of any selling Shareholder to include shares of Common Stock in a registration shall be subordinate to those of the Corporation and, subject to the foregoing provisions hereto, on a parity with any Apollo Entity or other person (including BT Investment Partners, Inc. and MTL Equity Investors, L.L.C. (collectively, the "Purchasers") pursuant to that certain common stock purchase and shareholders' agreement, dated as of June 9, 1998, by and among the Corporation, the Apollo Entities and the Purchasers (the "Purchasers Shareholders' Agreement")) selling shares of Common Stock for its own account so that, except as may be provided pursuant to the two immediately preceding sentences, cut backs shall be made on a pro rata basis based on the number of shares of Company Common Stock proposed held by each such person. Except as set forth above, there shall be no limit to the number of registrations that may be issued by the Company in a Registration initiated by the Company with respect requested pursuant to an offering of Company Common Stock for its own accountthis Paragraph 11.

Incidental Registration. (a) If, If the Company at any time following (other than pursuant to Section 4 or 5 hereof) after the Effective Time, the Company Effectiveness Period proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account or for the account of other security holders or both (other than a Registration Statement except with respect to registration statements on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)successor form) or (ii) another form not available for registering the account of any holders of Company Common Restricted Stock (including any pursuant for sale to a Demand Registrationthe public), the Company shall it will give written notice at such time to all holders of such proposed filing outstanding Restricted Stock of its intention to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo so. Upon the written direction request of any Holdersuch holder, given within 20 days following the after receipt by such Holder of any such written notice by the Company, to register any of its Restricted Stock (which direction request shall state the intended method of disposition thereof), the Company will use its reasonable best efforts to cause the Restricted Stock 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 requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock; provided that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. In the event that any registration pursuant to this Section 6 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 6 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of Registrable Securities intended shares of Restricted Stock to be disposed included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein or by holders of Restricted Stock. In such Holder)event, the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would registration (i) materially and adversely affect first, the price securities the Company proposes to sell or the securities proposed to be sold pursuant to Section 4 of the Company Common Stock to be offered or Second Amended and Restated Agreement, (ii) result in a greater amount of Company Common second, the Restricted Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock requested to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to hereunder and the number of securities originally "Restricted Stock" requested to be registered by each of them to included in such registration under the extent thatSecond Amended and Restated Agreement (other than Section 4 thereof), pro rata among the holders thereof participating in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from such registration based upon the number of shares of Company Common Stock owned by each such holder and (iii) third, other securities requested to be included in such Registration. Nothing contained herein shall require registration by persons other than holders of Restricted Stock hereunder or under the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountSecond Amended and Restated Agreement.

Incidental Registration. After (ai) Ifreceipt by 24/7 of a written request from one or more parties to registration rights agreements to which 24/7 is a party on the date hereof ("Existing Holders"), at any time following requesting that 24/7 effect the Effective Time, the Company proposes to file a Registration Statement registration of shares of 24/7 Common Stock under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a "Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)Request") or (ii) 24/7 proposes (but without obligation to do so) to register any of its stock under the Securities Act in connection with a public offering of such securities solely for cash (other than a registration on Form S-8 or Form S-4) (a "Company Registration"), 24/7 shall promptly notify the account shareholders of the Company in writing of the receipt of such Registration Request or the Company Registration and such shareholders may elect (by written notice sent to 24/7 within five days from the date of such shareholder's receipt of the aforementioned notice from 24/7) to have all or any holders of Company the 24/7 Common Stock (including any pursuant to a Demand Registration), owned by the Company shall give written notice shareholders of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders"Shareholder's Shares") that the number of shares of Company Common Stock included in such Registration registration thereof pursuant to this Section 14(a). If a managing underwriter of any proposed underwritten public offer ing shall advise 24/7 in writing that, in its opinion, the distribution of Shareholder's Shares requested to be included in a registration statement concurrently with any securities being registered by 24/7 would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbdistribution by 24/7, then 24/7 may limit the number (to zero if necessary) of Registrable Securities Shareholder's Shares to be registered by each party requesting Incidental Registration rights hereunder, and in order to reduce the total number of shares in such registration to the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued recommended by the Company in a Registration initiated by the Company with respect underwriter. 24/7 shall have no obligation under this Section 14(a) to make any offering of its securities, or to complete an offering of its securities that it proposes to register, and shall incur no liability to any shareholder of the Company Common Stock for its own accountfailure to do so. Notwithstanding the foregoing, such shareholders' rights to registration granted in this Section 14(a) are junior to and subject to any superior registration rights of Existing Holders.

Incidental Registration. (a) If, at any Each time following the Effective Time, the Company proposes shall during the Shelf Registration Period determine to file a Registration Statement under in connection with the Securities Act with respect to an offering proposed offer and sale for money of Company Common Stock (i) for any of its own account (other than a Registration Statement on Form S-4 or S-8 (securities by it or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)its security holders, the Company shall will give written notice of such proposed filing its determination to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestall Holders. Upon the written direction request of any Holder, a Holder given within 20 twenty (20) days following after the receipt by such Holder giving of any such written notice (which direction shall specify by the number of Registrable Securities intended to be disposed of by such Holder)Company, the Company shall include in will use its reasonable best efforts to cause all such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number shares of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained hereinSecurities, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy Holders of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbhave so requested registration hereof, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rightsStatement, shall be reduced in proportion to the number of securities originally requested to be registered by each of them all to the extent thatrequisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be registered. If the Registration Statement is to cover an underwritten distribution, the Company shall use its reasonable best efforts to cause the Registrable Securities requested for inclusion pursuant to this Section 3 to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in the lead underwriter's opinion, neither good faith judgment of the effects in Managing Underwriters, the foregoing clauses (i) inclusion of all of the Registrable Securities requested for inclusion pursuant to this Section 3 and (ii) other securities would result from interfere with the successful marketing of a smaller number of shares to be offered, then the number of shares of Company Common Stock Registrable Securities and other securities to be included in such Registration. Nothing contained herein shall require the Company to reduce the number of offering (except for shares of Company Common Stock proposed to be issued by the Company in a Registration an offering initiated by the Company Company) shall be reduced to the required level with respect the participation in such offering to an offering be pro rata among the holders thereof requesting such registration, based upon the number of Company Common Stock for its own accountshares of Registrable Securities and other securities owned by such holders.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) 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 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock 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 requisite to permit the sale or other than a Registration Statement on Form S-4 disposition by the holder of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or S-8 (or any substitute form that in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be adopted reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) or (ii) Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Company Common Stock (including any pursuant to a Demand Registration)Restricted Stock, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but and provided, further, however, that in any no event not may less than 30 days before one-third of the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the total number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders underwriting be made available for shares of Restricted Stock. Notwithstanding the provisions of the foregoing sentence, if the underwritten public offering of the Company is an initial public offering, the total number of shares of Company Common Restricted Stock pursuant to contractual incidental registration rights, shall be included in such underwriting may be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses as low as zero (0) if (i) the managing underwriter is of the opinion that such inclusion of the Restricted Stock would adversely affect the marketing of the securities to be sold by the Company and (ii) would result from the number of no other shareholder is allowed to include shares of Company Common Stock included stock in such Registrationunderwriting. Nothing contained herein shall require Notwithstanding the provisions of this Paragraph 5, the Company may withdraw any registration statement referred to reduce in this Section 5 without thereby incurring any liability to the number holders of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountRestricted Stock.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any 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 Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company Common within 15 days after the giving of any such notice by overnight delivery and by fax with receipt confirmed by the Company, to register any of its Restricted Stock (including any pursuant to a Demand Registration"Piggyback Rights Notice"), the Company will use its best efforts to cause the Restricted Stock as to which registration shall give written notice 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 requisite to permit the sale or other disposition by the holder of such Restricted Stock so registered. The Piggyback Rights Notice shall specify in detail the terms and conditions of such registration and shall include copies of any underwriter's commitment and all other agreements and commitments then available with respect to the proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), price and method of distribution of securities and such notice other information reasonably requested by Holder to enable Holder to exercise its rights hereunder. In the event that any registration pursuant to this Section 4 shall offer each Holder the opportunity to register such number be, in whole or in part, an underwritten public offering of Registrable Securities as the Holder shall request. Upon the written direction of any HolderCommon Stock, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (pro rata among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from requesting holders based upon the number of shares of Company Common Restricted Stock included in owned by such Registration. Nothing contained herein holders) if and to the extent that the managing underwriter shall require be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company to reduce the therein, provided, however, that such number of shares of Company Common Restricted Stock proposed shall not be reduced if any shares are to be issued included in such underwriting for the account of any person other than the Company or the Selling Stockholder. If any registration statement includes the sale of shares by the Company Selling Stockholder pursuant to such Selling Stockholder's demand or piggyback registration rights and is not a "firm offering" by an underwriter, then Holder agrees that all of the Selling stockholder's shares included in a Registration initiated by such registration statement may be sold in such offering prior to the Company with respect to an offering sale of Company Common Stock for its own accountany of the Holder's Shares included therein (collectively, the "Piggyback Rights").

Incidental Registration. Commencing immediately after the date of Closing (aas defined in the Subscription Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders) Ifon any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at any each such time following the Effective Time, Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file a Registration Statement such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company’s notice, the Company shall use its best efforts to cause to be registered under the Securities 1933 Act with respect all of the Registrable Stock that each such Holder has so requested to an offering be registered. If, in the written opinion of Company Common Stock the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) for its own account (other than at a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by price reasonably related to the Commission)) then current market value of such securities, or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) without otherwise materially and adversely affect affecting the price entire offering, then the amount of the Company Common Registrable Stock to be offered or (ii) result in a greater for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock securities to be included in such Registration by offering to the recommended amount; provided, that if securities are being offered for the account of other holders Persons as well as the Company, such reduction shall not represent a greater fraction of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested intended to be registered offered by each Holders than the fraction of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in similar reductions imposed on such Registration. Nothing contained herein shall require other Persons other than the Company over the amount of securities they intended to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountoffer.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 2 or Section 4) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account or for the account of other security holders or both (other than a Registration Statement except with respect to registration statements on Form Forms S-4 (or any successor thereto), S-8 (or any substitute form that may be adopted by the Commission)successor thereto) or (ii) another form not available for registering the account of any holders of Company Common Restricted Stock (including any pursuant for sale to a Demand Registrationthe public), the Company shall each such time it will give written notice to all holders of such proposed filing outstanding Restricted Stock of its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder, received by the Company within thirty (30) days after the giving of any such notice (which direction shall specify by the number Company, to register any of Registrable Securities intended to be disposed of by such Holder)its Restricted Stock, the Company will use its reasonable best efforts to cause the Restricted Stock as to which registration shall include have been so requested to be included in such Registration Statement (an "Incidental Registration" andthe securities to be covered by the registration statement proposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company extent requisite to permit the sale or other disposition by the holder (a copy in accordance with its written request) of which such Restricted Stock so registered. If any registration pursuant to this Section 3 shall be provided to the Holders) that be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (pro rata among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from requesting holders based upon the number of shares of Company Common Restricted Stock included in held by such Registration. Nothing contained herein requesting holders) if and to the extent that the managing underwriter shall require have advised the Company to reduce in writing that such inclusion would adversely affect the number marketing of shares of Company Common Stock proposed the securities to be issued sold by the Company in a Registration initiated therein; provided that, no shares of Restricted Stock shall be excluded from any such registration until all shares held by any other Stockholder of the Company with respect have been so excluded. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to an offering in this Section 3 without thereby incurring any liability to the holders of Company Common Stock for its own accountRestricted Stock.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) 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 and S-8 or another form not available for registering the Restricted Securities for sale to the public), then each such time it will give written notice to all holders of outstanding Restricted Securities of its intention so to do. Upon the written request of any such holder, received by the Company within thirty days after the giving of any such notice by the Company, to register any of its Restricted Securities (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted 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 requisite to permit the sale or other than a Registration Statement on Form S-4 disposition by the holder (in accordance with its written request) of such Restricted Securities so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or S-8 (or any substitute form that in part, an underwritten public offering of Common Stock, the number of Restricted Securities to be included in such an underwriting may be adopted reduced (pro rata among the requesting holders based upon the proportion which the number of Restricted Securities held by each holder bears to the total number of Restricted Securities outstanding) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) or (ii) Company therein, provided, however, that such number of Restricted Securities shall not be reduced if any securities are to be included in such underwriting for the account of any person other than the Company or requesting holders of Company Common Stock (including any pursuant to a Demand Registration)Restricted securities, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but and provided, further, however, that in any no event not may less than 30 days before fifteen percent (15%) of the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the total number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by underwriting be made available for Restricted Securities. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability, other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to than for the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither payment of the effects Registration Expenses referred to in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountSection 8.

Incidental Registration. (a) If, If the Company at any time following (other than ----------------------- the Effective Time, initial public offering of the Company Company's securities or pursuant to Section 1.2 or Section 1.4) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) 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 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of his or its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock 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 requisite to permit the sale or other than a Registration Statement on Form S-4 disposition by the holder of such Restricted Stock so registered. In the event that any registration pursuant to this Section 1.3 shall be, in whole or S-8 (or any substitute form that in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be adopted reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) or (ii) Company therein, provided, however, that -------- ------- such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), person other than the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number or requesting holders of shares of Company Common Stock included Restricted Stock, and provided, -------- further, however, that in such Registration would (i) materially and adversely affect the price no event may less than one-half of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the total number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of ------- ------- shares of Company Common Stock to be included in such Registration by other underwriting be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 1.3 without thereby incurring any liability to the holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account.Restricted Stock

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or 5 hereof) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account or for the account of other securityholders or both (other than a Registration Statement except with respect to registration statements on Form S-4 or S-8 (or another form not available for registering the Restricted Stock for sale to the public), it will give written notice at such time to all holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any substitute form that may be adopted such holder, given within 30 days after receipt of any such notice by the CommissionCompany, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock 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 requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered; provided that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. In the event that any registration pursuant to this Section 6 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 6 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) for the account of any holders of Company Common such Restricted Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended is to be disposed sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of by such Holder), the Company shall include common stock in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written directionreasonably similar circumstances. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the The number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other an underwriting may be reduced pro rata among the requesting holders of shares of Company Common Restricted Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from based upon the number of shares of Company Common Restricted Stock included in so requested to be registered if and to the extent that the managing underwriter shall be of the opinion that such Registration. Nothing contained herein shall require inclusion would adversely affect the marketing of the securities to be sold by the Company to reduce the therein provided, however, that such number of shares of Company Common Restricted Stock proposed shall not be reduced if any shares are to be issued by included in such underwriting for the account of any person other than the Company. Notwithstanding anything to the contrary contained in this Section 6, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in a Registration initiated connection with such offering, such holder shall refrain from selling such Restricted Stock so registered pursuant to this Section 6 during the period of distribution of the Company's securities by such underwriters and the Company with respect period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to an offering sell its Restricted Stock commencing on the 90th day after the effective date of Company Common Stock for its own accountsuch registration statement.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 2 or Section 4) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account or for the account of other security holders or both (other than a Registration Statement except with respect to registration statements on Form S-4 or S-8 (Forms S-0, X-0 or any substitute successor forms thereto or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock 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 requisite to permit the sale or other disposition by the holder of such Restricted Stock so registered. In the event that any registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be adopted reduced pro rata among the other requesting holders based upon the number of shares of Restricted Stock owned by such holders if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) or (ii) Company therein, provided, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any holders of Company Common Stock person other than the Investors (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing datetheir respective successors and assigns), and such notice shall offer each Holder provided, further, however, that in no event may less than thirty-five percent (35%) of the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the total number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of underwriting be made available for shares of Company Common Restricted Stock pursuant unless the managing underwriter shall in good faith advise the holders proposing to contractual incidental registration rights, shall be reduced in proportion to the number distribute their securities through such underwriting that such level of securities originally requested to be registered by each of them to the extent thatparticipation would, in the lead underwriter's its opinion, neither of materially adversely affect the effects in offering price or its ability to complete the foregoing clauses (i) offering and (ii) would result from shall specify the number of shares of Company Common Restricted Stock which, in its opinion, can be included in the registration and underwriting without such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accounteffect.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) 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 Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock 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 requisite to permit the sale or other than a Registration Statement on Form S-4 disposition by the holder of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or S-8 (or any substitute form that in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be adopted reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) or (ii) Company therein, PROVIDED, HOWEVER, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Company Common Restricted Stock (including except that if any pursuant to shares which have the benefit of a Demand Registration)certain Registration Rights Agreement dated August 7, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended 1986 are to be disposed of by such Holder), the Company shall include included in such Registration Statement (an "Incidental Registration" andunderwriting, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that then the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Restricted Stock to be offered or (ii) result in included may be reduced on a greater amount pro rata basis among the requesting holders of Company Common Restricted Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the holders of such other shares based upon the aggregate number of shares of Company Conversion Shares and Common Stock owned by such persons, and PROVIDED, FURTHER, HOWEVER, that in no event may less than one-third of the total number of shares of Common Stock to be included in such Registration by other underwriting be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountRestricted Stock.

Incidental Registration. Commencing immediately after the effective date of this warrant, if Company determines that it shall file a registration statement under the Securities Act (aother than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to Company’s existing stockholders) Ifon any form that would also permit the registration of the offer and resale of the Common Stock into which this Warrant is convertible, and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of the offer and sale of its Common Stock to be sold for cash, at any each such time following Company shall promptly give Holder written notice of such determination setting forth the Effective Time, the date on which Company proposes to file a Registration Statement such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising Holder of its right to have the shares of Common Stock issuable upon exercise of this Warrant included in such registration. Upon the written request of Hxxxxx received by Company no later than twenty (20) days after the date of Company’s notice, Company shall use commercially reasonable efforts to cause to be registered under the Securities Act with respect to an offering all of Company the Shares of Common Stock issuable upon exercise of the Warrant that Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, Company), the total amount of such securities to be so registered, including the Common Stock issuable upon exercise of this Warrant, will exceed the maximum amount of Company’s securities which can be marketed (i) for its own account (other than at a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by price reasonably related to the Commission)) then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of the Common Stock issuable upon exercise of this Warrant to be offered for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion reduced pro rata to the Company (a copy of which shall be provided extent necessary to reduce the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater total amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock securities to be included in such Registration by offering to the recommended amount; provided, that if securities are being offered for the account of other holders persons as well as Company, such reduction shall not represent a greater fraction of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested intended to be registered offered by each Holder than the fraction of them similar reductions imposed on such other persons other than Company over the amount of securities they intended to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountoffer.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company Common or both (except with respect to registration statements on Forms S-4, X-0 xx another form not available for registering the Restricted Stock (including any pursuant for sale to a Demand Registrationthe public), the Company shall each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do and of the proposed method of distribution of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestsecurities. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder, received by the Company within 30 days after the giving of any such notice (by the Company, to register any of its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock as to which direction registration shall specify 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 pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of Registrable Securities intended shares of Restricted Stock to be disposed included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such Holder), holders) if and to the extent that the managing underwriter shall reasonably be of the opinion that the inclusion of some or all of the Restricted Stock would adversely affect the marketing of the securities to be sold by the Company shall include in such Registration Statement (an "Incidental Registration" andtherein, collectively with a Demand RegistrationPROVIDED, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained hereinHOWEVER, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Restricted Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of other shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account.Common

Incidental Registration. (a) If, at any time following If the Effective Time, the Company Issuer proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement registration (A) in connection with an Initial Public Offering, (B) on Form S-8 or S-4 or S-8 any successor or similar forms, (C) relating to Common Stock issuable upon exercise of employee stock options or in connection with any substitute form that may be adopted by employee benefit or similar plan of the Commission)) Issuer or (iiD) in connection with a direct or indirect merger, acquisition or other similar transaction) whether or not for sale for its own account, it will each such time, subject to the account provisions of any holders of Company Common Stock (including any pursuant to a Demand Registration)Section 5.2(b) hereof, the Company shall give prompt written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than at least 30 days before prior to the anticipated filing date)date of the registration statement relating to such registration to each Securityholder, and such which notice shall set forth such Securityholders' rights under this Section 5.2 and shall offer each Holder all Securityholders the opportunity to register include in such registration statement such number of shares of Registrable Securities Stock as the Holder shall requesteach such Securityholder may request (an "Incidental Registration"). Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written Securityholder made within 15 days after the receipt of notice from the Issuer (which direction request shall specify the number of shares of Registrable Securities Stock intended to be disposed of by such HolderSecurityholder), the Company shall include in Issuer will use its best efforts to effect the registration under the Securities Act of all Registrable Stock which the Issuer has been so requested to register by such Registration Statement (an "Incidental Registration" andSecurityholders, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy extent requisite to permit the disposition of which shall the Registrable Stock so to be registered; provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbif such registration involves an Underwritten Public Offering, then the number of Registrable Securities to be registered by each party all such Securityholders requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common the Issuer's registration must sell their Registrable Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them underwriters selected as provided in Section 5.4(f) on the same terms and conditions as apply to the extent that, in Issuer and the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) Selling Securityholders and (ii) would result from if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.2(a) and prior to the number effective date of shares the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register such stock, the Issuer shall give written notice to all such Securityholders and, thereupon, shall be relieved of Company Common its obligation to register any Registrable Stock included in connection with such Registrationregistration. Nothing contained herein No registration effected under this Section 5.2 shall require relieve the Company Issuer of its obligations to reduce effect a Demand Registration to the number extent required by Section 5.1 hereof. The Issuer will pay all Registration Expenses in connection with each registration of shares of Company Common Registrable Stock proposed requested pursuant to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountthis Section 5.2.

Incidental Registration. Commencing six (a6) Ifmonths after the date ----------------------- of the closing of the Purchase Agreement, if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at any each such time following the Effective Time, Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file a Registration Statement such registration statement, which date shall be no earlier than forty (40) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company's notice, the Company shall use its best efforts to cause to be registered under the Securities 1933 Act with respect all of the Registrable Stock that each such Holder has so requested to an offering be registered. If, in the written opinion of Company Common Stock the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) for its own account (other than at a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by price reasonably related to the Commission)) then current market value of such securities, or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) without otherwise materially and adversely affect affecting the price entire offering, then the amount of the Company Common Registrable Stock to be offered or (ii) result in a greater for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock securities to be included in such Registration by offering to the recommended amount; provided, -------- that if securities are being offered for the account of other holders Persons as well as the Company, such reduction shall not represent a greater fraction of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested intended to be registered offered by each Holders than the fraction of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in similar reductions imposed on such Registration. Nothing contained herein shall require other Persons other than the Company over the amount of securities they intended to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountoffer.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company Common or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock (including any pursuant for sale to a Demand Registrationthe public), the Company shall each such time it will give written notice to all holders of such proposed filing outstanding Restricted Stock of its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder, received by the Company within 30 days after the giving of any such notice (which direction shall specify by the number Company, to register any of Registrable Securities intended to be disposed of by such Holder)its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock as to which registration shall include have been so requested to be included in such Registration Statement (an "Incidental Registration" andthe securities to be covered by the registration statement proposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company extent requisite to permit the sale or other disposition by the holder (a copy in accordance with its written request) of which such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be provided to the Holders) that be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (pro rata among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from requesting holders based upon the number of shares of Restricted Stock held by such requesting holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; PROVIDED, HOWEVER, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock; PROVIDED, FURTHER, HOWEVER, that in no event shall the number of shares of Restricted Stock included in the offering be reduced below the lesser of (a) twenty percent (20%) of the total number of shares of Common Stock included in such Registration. Nothing contained herein shall require offering or (b) all of the Company shares of Restricted Stock requested to reduce be registered, unless the offering is the Company's initial public offering of the Company's securities in which case the number of shares of Company Common Restricted Stock proposed to be issued included by the Company in a Registration initiated by holders may be reduced or eliminated entirely as set forth above. Notwithstanding the foregoing provisions, the Company with respect may withdraw any registration statement referred to an offering in this Section 5 without thereby incurring any liability to the holders of Company Common Stock for its own accountRestricted Stock.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 3 or Section 5) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account or for the account of other security holders or both (other than a Registration Statement except for registration statements on Form S-4 or S-8 (Forms X-0, X-0 or any substitute successor thereto or other registration statements relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a Commission Rule 145 transaction or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to all holders of outstanding Registrable Securities then outstanding of its intention to do so. Upon the written request of any such holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of its Registrable Securities, the Company will use commercially 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 required to permit the sale or other disposition by the holder of such Registrable Securities so registered. In the event that any registration pursuant to this Section 4 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 adopted reduced (pro rata among the requesting holders based upon the number of shares of Registrable Securities owned by such holders, after first allocating the available shares for registration to the Company) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) or (ii) Company therein; provided, however, that such number of shares of Registrable Securities shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or holders of Company Common Stock Registrable Securities; provided further, however, that in all underwritten public offerings other than the Company’s initial underwritten public offering registered under the Securities Act, in no event shall the Registrable Securities included in such registration statement be reduced to less than thirty percent (including 30%) of the total amount of securities included in such registration statement. For any pursuant requesting holder of Registrable Securities which is a partnership or corporation, the partners, retired partners and shareholders of such requesting holder, or the estates and lineal descendants of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a Demand Registration)single “requesting holder,” any pro rata reduction with respect to such “requesting holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “requesting holder,” as defined in this sentence. Notwithstanding the foregoing provisions, the Company shall give written notice may withdraw any registration statement referred to in this Section 4 prior to the effectiveness of such proposed filing registration, whether or not any requesting holder has elected to each Holder as soon as practicable (but include securities in such registration, without thereby incurring any event not less than 30 days before liability to the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number holders of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountSecurities.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than ----------------------- pursuant to Sections 2 and 3 hereof) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account or for the account of other securityholders or both (other than a Registration Statement except with respect to registration statements on Form S-4 or S-8 (or another form not available for registering the Restricted Stock for sale to the public), it will give written notice at such time to all holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any substitute form that may be adopted such holder, given within 30 days after receipt of any such notice by the CommissionCompany, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock 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 requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered; provided that nothing herein shall prevent the Company from -------- abandoning or delaying such registration at any time. In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 4 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) for the account of any holders of Company Common such Restricted Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended is to be disposed sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of by such Holder), the Company shall include common stock in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written directionreasonably similar circumstances. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the The number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other an underwriting may be reduced (pro rata among the requesting holders of shares of Company Common --- ---- Restricted Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from based upon the number of shares of Company Common Restricted Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed so requested to be issued registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. Notwithstanding anything to the contrary contained in this Section 4, in the event that there is a Registration initiated by firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with respect such offering, such holder shall refrain from selling such Restricted Stock so registered pursuant to an offering this Section 4 during the period of Company Common distribution of the Company's securities by such underwriters and the period of time in which the underwriting syndicate participates in the after market; provided, however, that -------- ------- such holder shall, in any event, be entitled to sell its Restricted Stock for its own accountcommencing on the 180th day after the effective date of such registration statement.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than ----------------------- pursuant to Section 4 or Section 6) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company Common or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock (including any pursuant for sale to a Demand Registrationthe public), the Company shall each such time it will give written notice to all holders of such proposed filing outstanding Restricted Stock and Warrants of its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder, received by the Company within 30 days after the giving of any such notice (which direction shall specify by the number Company, to register any of Registrable Securities intended to be disposed of by such Holder)its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock as to which registration shall include 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 requisite to permit the sale or other disposition by the holder of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, (i) then the holders of a majority of the shares of Restricted Stock to be sold in such Registration Statement (an "Incidental Registration" and, collectively with offering may designate a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead co-managing underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company such offering, and (a copy of which shall be provided to the Holdersii) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (pro rata among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from requesting holders based upon the number of shares of Company Common Restricted Stock included in owned by such Registration. Nothing contained herein holders) if and to the extent that the managing underwriter shall require be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company to reduce the therein, provided, however, that such -------- ------- number of shares of Company Common Restricted Stock proposed shall not be reduced if any shares are to be issued by included in such underwriting for the account of any person other than the Company in a Registration initiated by or requesting holders of Restricted Stock. Notwithstanding the foregoing provisions, the Company with respect may withdraw any registration statement referred to an offering in this Section 5 without thereby incurring any liability to the holders of Restricted Stock. The Company Common Stock hereby agrees that it will not register any of its securities under the Securities Act for its own accountsale to the public for the account of any security holder other than a Purchaser without the prior written consent of the Purchasers.

Incidental Registration. Commencing twelve (a12) Ifmonths after the ----------------------- date of the closing of all the Purchase Agreements, if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at any each such time following the Effective Time, Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file a Registration Statement such registration statement, which date shall be no earlier than forty (40) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than twenty (20) days after the date of the Company's notice, the Company shall use its best efforts to cause to be registered under the Securities 1933 Act with respect all of the Registrable Stock that each such Holder has so requested to an offering be registered. If, in the written opinion of Company Common Stock the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) for its own account (other than at a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by price reasonably related to the Commission)) then current market value of such securities, or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) without otherwise materially and adversely affect affecting the price entire offering, then the amount of the Company Common Registrable Stock to be offered or (ii) result in a greater for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock securities to be included in such Registration by offering to the recommended amount; provided, that if securities are being offered for -------- the account of other holders Persons as well as the Company, such reduction shall not represent a greater fraction of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested intended to be registered offered by each Holders than the fraction of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in similar reductions imposed on such Registration. Nothing contained herein shall require other Persons other than the Company over the amount of securities they intend to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account.offer. 8 -

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company proposes to file a Registration Statement register any of its securities under the Securities Act with respect on Form X-0, X-0 or S-3 or the equivalent (otherwise than to an offering register debt securities under Form S-3, or any comparable successor form), whether of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 accord or S-8 (or any substitute form that may be adopted by at the Commission)) or (ii) for the account request of any holder or holders of Company Common Stock (including any pursuant to a Demand Registration)such securities, the Company shall it will each such time give written notice to all holders of such proposed filing outstanding Restricted Securities of its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction request of any Holder, given within 20 days following the receipt by such Holder a holder or holders of any such written notice (which direction shall specify the number Restricted Securities given within 30 days after receipt of Registrable Securities intended to be disposed of by any such Holder)notice, the Company shall include in such Registration Statement (an "Incidental Registration" andwill use commercially reasonable efforts to cause all Warrant Stock, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy holder or holders of which shall have so requested registration thereof, to be provided registered under the Securities Act pursuant to such registration statement, all to the Holdersextent requisite to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by the prospective Holder or Holders of the Warrant Stock so registered. If the managing underwriter for the respective offering, if any, advises the Company in writing that the inclusion in such registration of some or all of the Warrant Stock sought to be registered by the Holder or Holders in its opinion will cause the proceeds or the price per unit the Company or the requesting or demanding holder of securities will derive from such registration to be reduced or that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect securities to be registered at the price instance of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then such requesting or demanding holder plus the number of Registrable Securities securities sought to be registered by each party requesting Incidental Registration rights hereunderthe Holders is too large a number to be reasonably sold, and the number of shares of Company Common Stock securities sought to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, registered for each Holder shall be reduced pro rata, in proportion to the number of securities originally requested sought to be registered by each of them all Holders, to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company necessary to reduce the number of shares of Company Common Stock proposed securities to be issued by registered to the Company Recommended Number, subject at all times to those registration rights granted to certain holders of the Company's securities set forth in a the Investors' Rights Agreement, the Oxygen Subscription Agreement and the Guidance Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountRights Agreement.

Incidental Registration. (a) If, at any time following the Effective Time, date hereof and for a period of ten (10) years from the date hereof the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of Company Common Stock its Class A Shares (i) for its own account (other than a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock its Class A Shares (including any pursuant to a Demand Registrationdemand registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 thirty (30) days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities Shares as the Holder shall request. Upon the written direction of any Holder, given within 20 twenty (20) days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities Shares intended to be disposed of by such Holder), the Company shall include in such Registration Statement registration statement (an "Incidental RegistrationINCIDENTAL REGISTRATION" and, collectively with a Demand Registration, a "RegistrationREGISTRATION") such number of Registrable Securities Shares as shall be set forth in such written directionnotice. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number inclusion of shares of Company Common Stock included in such Registration Registrable Shares would (i) materially and adversely affect the price of the Company Common Stock Class A Shares to be offered or (ii) result in a greater amount of Company Common Stock Class A Shares being offered than the market could reasonably absorb, then the number of Registrable Securities Shares to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registrationthem. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock Class A Shares proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountCompany.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 2 or Section 4) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) 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, S-8 or another form nxx xxxxxable for registering the Warrant Shares for sale to the public), each such time it will give written notice to all holders of outstanding Warrant Shares of its intention so to do. Upon the written request of any such holder, received by the Company within 10 business days after the giving of any such notice by the Company, to register any of its Warrant Shares (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Warrant Shares 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 requisite to permit the sale or other than a Registration Statement on Form S-4 disposition by the holder (in accordance with its written request) of such Warrant Shares so registered. In the event that any registration pursuant to this Section 3 shall be, in whole or S-8 (or any substitute form that in part, an underwritten public offering of Common Stock, the number of shares of Warrant Shares to be included in such an underwriting may be adopted reduced (pro rata among the requesting holders based upon the number of shares of Warrant Shares owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Commission)) or (ii) Company therein, provided, however, that such number of shares of Warrant Shares shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Company Common Stock (including any pursuant to a Demand Registration)Warrant Shares. Notwithstanding the foregoing provisions, the Company shall give written notice of such proposed filing may withdraw any registration statement referred to each Holder as soon as practicable (but in this Section 3 without thereby incurring any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion liability to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountWarrant Shares.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) 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 Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock, the Company will use its reasonable best efforts to cause the Restricted Stock 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 requisite to permit the sale or other disposition by the holder of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the managing underwriter advises the Company in writing that in such underwriter's good faith determination the marketing factors require a limitation of the amount of Restricted Stock to be underwritten in such registration then (a) Ifif such registration is a primary registration on behalf of the Company, at any time following the Effective TimeCompany shall (to the extent that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the marketing of such offering) register in such registration (i) first, the Company securities which the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or sell in such registration, (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)second, the Company shall give written notice of such proposed filing Restricted Stock held by Investor Stockholders which they propose to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include sell in such Registration Statement (an "Incidental Registration" and, collectively with registration on a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that pro rata basis based upon the number of shares of Company Common Restricted Stock included owned by such holders, (iii) third, Restricted Stock held by ITI and Casty which they propose to sell in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in registration on a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and pro rata basis based upon the number of shares of Company Common Restricted Stock to be included owned by such holders and (iv) fourth, securities held by other parties eligible for inclusion in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to statement on a pro rata basis based upon the number amount of securities originally requested to be registered held by each of them them, and (b) if such registration is a secondary registration, the Company shall (to the extent that, that the managing underwriter believes that such securities can be sold in such offering without having an adverse effect upon the lead underwriter's opinion, neither marketing of the effects such offering) register in the foregoing clauses such registration (i) and (ii) would result from first, the Restricted Stock held by Investor Stockholders which they propose to sell in such registration on a pro rata basis based upon the number of shares of Company Common Restricted Stock included in owned by such Registration. Nothing contained herein shall require holders, (ii) second, the Company to reduce the number of shares of Company Common Restricted Stock proposed to be issued held by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account.ITI and Casty