Common use of Incidental Registration Clause in Contracts

Incidental Registration. (a) If, at any time after the First Public Offering, the Company proposes to register any Company Securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will 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 all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02.

Incidental Registration. (a) If, at At any time after the First Public OfferingEffectiveness Date, If the Company at any time proposes to register any Company Securities of its equity securities under the Securities Act (other than a registration pursuant to section 2.2 or on Form S-8 or S-4X-0, Xxxx X-0 or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Personforms thereto), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date all holders of the registration statement relating Registrable Securities of its intention to such registration to each Shareholderdo so, which notice shall set forth be given to all such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder holders at least 30 days prior to the opportunity to include in date such registration statement the number of Registrable Securities of the same class or series as those is proposed to be registered as each such Shareholder may request (an “Incidental Registration”)consummated, subject to the provisions of Section 5.02(b). Upon and, upon the written request of any such Shareholder holder made within 15 days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderholder and the intended method of disposition thereof), the Company will use its all reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such Shareholdersoffering is for the account of other shareholders, the equity securities included therein, to the extent requisite required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided PROVIDED that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that such registration be effected as a registration upon request under section 2.2. No registration effected under this Section 5.02 shall relieve Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company of its obligations shall have no obligation to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant under this section 2.3 unless the securities proposed to this Section 5.02be registered by the Company are to be disposed of in an underwritten public offering.

Incidental Registration. (a) If, at any time after the First Public Offering, If the Company proposes to register any Company Securities of its Common Stock under the Securities Act (other than a registration (A) on Form S-8 or S-4, S-4 or any successor or similar forms, (B) relating to Ordinary Shares Common Stock issuable upon exercise of employee or director stock options or in connection with any employee or director benefit or similar plan of the Company or Company, (C) in connection with a direct or indirect acquisition by the Company of another Personcompany or the financing of such acquisition, or (D) pursuant to Section 5.1 hereof), whether or not for sale for its own account, in a manner which would permit registration of Registrable Stock for sale to the public under the Securities Act it will each such time, subject to the provisions of Section 5.02(b)5.2(b) hereof, give prompt written notice to the Shareholders of its intention to do so and of such Shareholders' rights under this Section 5.2, at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which registration. Any such notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such each Shareholder the opportunity to include in such registration statement the such number of shares of Registrable Securities of the same class or series as those proposed to be registered Stock as each such Shareholder may request (an “"Incidental Registration”), subject to the provisions of Section 5.02(b"). Upon the written request of any such Shareholder made within 15 ten days after the receipt of notice from the Company (which request shall specify the number of shares of Registrable Securities Stock intended to be disposed of by such Shareholder), the Company will use its all commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that Stock which the Company has been so requested to register by all such the Shareholders, to the extent requisite to permit the disposition of the Registrable Securities Stock so to be registered, ; provided that (i) if such registration involves an underwritten Public Underwritten Offering, all such Shareholders requesting to be included in the Company’s 's registration must sell their Registrable Securities Stock to the underwriters selected as provided in Section 5.04(f) by the Company on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities stock pursuant to this Section 5.02(a5.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesstock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities Stock in connection with such registrationregistration (without prejudice, however, to rights of Shareholders under Section 5.1 hereof). No registration effected under this Section 5.02 5.2 shall relieve the Company of its obligations to effect a Demand Registration registration upon request to the extent required by Section 5.015.1 hereof. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities Stock requested pursuant to this Section 5.025.2.

Incidental Registration. (ai) If, If the Company at any time after the First Public Offering, the Company proposes to register or sell any Company Securities 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 (other than a registration on Form S-8 or S-4, or any successor or similar forms, (A) relating to Ordinary Shares shares issuable upon exercise of employee stock share options or in connection with any employee benefit or similar plan of the Company or Company, (B) in connection with a direct any scheme of arrangement, merger or indirect consolidation by the Company or any Affiliate of the Company or the acquisition by the Company or any such Affiliate of another 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 will shall each such time, subject to the provisions of Section 5.02(b)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 two Business Days, in the case of a takedown from an effective shelf registration statement) prior to the anticipated filing date of the registration statement relating to such Such registration to each Shareholder, which or the offering date in the case of a takedown. Such notice shall set forth offer all such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder Shareholders the opportunity to include in such registration statement the or in such takedown such number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)request. Upon the written request of any such Shareholder made within 15 seven days (or two Business Days in the case of a takedown) after the receipt of the Company’s notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will 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 all such Shareholders, the Shareholders thereof or to the extent requisite to permit the disposition of the include requested Registrable Securities so to be registeredin a takedown; provided, provided however, that (iA) if such registration involves an underwritten Public Offering, all such Shareholders holders of Registrable Securities requesting to be included in the Company’s registration or takedown must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) by the Company on substantially the same terms and conditions as apply to the Company (other than provisions relating to the indemnification of underwriters or the Requesting Shareholder, as applicableShareholders), and (iiB) if, at any time after giving written notice pursuant to this Section 3(b)(i) of its intention to register any securities pursuant Priority Securities or to this proceed with a takedown and prior to the 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 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 relieved of its obligation to register any Registrable Securities in connection with such registration or to include requested Registrable Securities in a takedown (without prejudice, however, to rights of Shareholders under Section 5.02(a3(a) and 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 deemed a waiver of any right to so include such Registrable Securities in such registration or takedown. Any holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration or takedown effected under this Section 5.02 3(b) shall relieve the Company of its obligations to effect a Demand Registration to the extent required by registration or takedown upon request under Section 5.013(a) hereof. The Company shall pay all Registration Expenses in connection with each registration or takedown of Registrable Securities requested pursuant to this Section 5.023(b). However, each Shareholder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Shareholder’s Registrable Securities pursuant to a registration statement or takedown effected pursuant to this Section 3(b).

Incidental Registration. (a) If, at any time after the First Public Offering, If the Company proposes to register any Company Securities under the Securities Act (other than a registration (A) on Form S-8 or S-4, S-4 or any successor or similar forms, (B) relating to Ordinary Shares Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Personcompany), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice at least 30 days prior to the anticipated filing date of the registration statement relating to such registration to the LLC and each ShareholderOther Stockholder, which notice shall set forth such Shareholder’s Stockholder's rights under this Section 5.02 and shall offer such Shareholder Stockholders the opportunity to include in such registration statement the such number of Registrable Securities of the same class or series type as those are proposed to be registered as each such Shareholder Stockholder may request (an “"Incidental Registration”), subject to the provisions of Section 5.02(b"). Upon the written request of any such Shareholder Stockholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such ShareholderStockholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such ShareholdersStockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, ; provided that (iI) if such registration involves an underwritten a Public Offering, all such Shareholders Stockholders requesting to be included in the Company’s 's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (iiII) if, at any time after giving written notice of its intention to register any securities stock pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (without prejudice, however, to rights of the LLC under Section 5.01). No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02.

Incidental Registration. (ai) If, If the Company at any time after the First Public Offering, the Company proposes to register or sell any Company Securities 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 (other than a registration on Form S-8 or S-4, or any successor or similar forms, (A) relating to Ordinary Shares shares issuable upon exercise of employee stock share options or in connection with any employee benefit or similar plan of the Company or Company, (B) in connection with a direct any scheme of arrangement, merger or indirect consolidation by the Company or any Affiliate of the Company or the acquisition by the Company or any such Affiliate of another 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 will shall each such time, subject to the provisions of Section 5.02(b)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 two Business Days, in the case of a takedown from an effective shelf registration statement) prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which or the offering date in the case of a takedown. Such notice shall set forth offer all such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder Shareholders the opportunity to include in such registration statement the or in such takedown such number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)request. Upon the written request of any such Shareholder made within 15 seven days (or two Business Days in the case of a takedown) after the receipt of the Company’s notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will 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 all such Shareholders, the Shareholders thereof or to the extent requisite to permit the disposition of the include requested Registrable Securities so to be registeredin a takedown; provided, provided however, that (iA) if such registration involves an underwritten Public Offering, all such Shareholders holders of Registrable Securities requesting to be included in the Company’s registration or takedown must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) by the Company on substantially the same terms and conditions as apply to the Company (other than provisions relating to the indemnification of underwriters or the Requesting Shareholder, as applicableShareholders), and (iiB) if, at any time after giving written notice pursuant to this Section 3(b)(i) of its intention to register any securities pursuant Priority Securities or to this proceed with a takedown and prior to the 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 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 relieved of its obligation to register any Registrable Securities in connection with such registration or to include requested Registrable Securities in a takedown (without prejudice, however, to rights of Shareholders under Section 5.02(a3(a) and 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 deemed a waiver of any right to so include such Registrable Securities in such registration or takedown. Any holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration or takedown effected under this Section 5.02 3(b) shall relieve the Company of its obligations to effect a Demand Registration to the extent required by registration or takedown upon request under Section 5.013(a) hereof. The Company shall pay all Registration Expenses in connection with each registration or takedown of Registrable Securities requested pursuant to this Section 5.023(b). However, each Shareholder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Shareholder’s Registrable Securities pursuant to a registration statement or takedown effected pursuant to this Section 3(b).

Incidental Registration. (a) IfExcept for the IPO, if the Company at any time after the First Public Offering, the Company (other than pursuant to Section 4.3 or 4.5) proposes to register any Company Securities 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 (other than a except with respect to registration statements on Form S-8 or S-4Forms X-0, X-0 or any successor to such forms or similar formsanother form not available for registering the Registrable Securities for sale to the public), relating each such time it will promptly give written notice to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan all holders of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed its intention so to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do. Upon the written request of any such Shareholder made holder, received by the Company within 15 thirty (30) days after the receipt giving of any such notice from by the Company (which request shall specify the number Company, to register any or all of its Registrable Securities intended to be disposed of by such Shareholder)Securities, the Company will use its reasonable best efforts to effect cause the registration under the Securities Act of all Registrable Securities that the Company has as to which registration shall have been so requested to register be included in the securities to be covered by the registration statement proposed to be filed by the Company, all such Shareholders, to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of the such Registrable Securities so registered. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders of Registrable Securities as a part of the written notice given pursuant to this Section 4.4. In such event the right of any holder of Registrable Securities to registration pursuant to this Section 4.4 shall be conditioned upon such holder’s participation in such underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 4.4, if the managing underwriter determines that marketing factors require a limitation on the number of shares to be registeredunderwritten, provided the Company shall so advise all holders of securities requesting registration of any limitations on the number of shares to be underwritten, and the number of shares of securities that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting are entitled to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(fand underwriting shall be allocated (i) on the same terms and conditions as apply first to the Company or the Requesting Shareholderwith respect to shares of Common Stock being sold for its own account, as applicable, and (ii) ifsecond, to holders of Registrable Securities requesting registration in proportion, as nearly as practicable, to the respective amounts of securities owned by them and (iii) third, to Other Shareholders requesting registration in proportion, as nearly as practicable, to the respective amounts of securities owned by them; provided that, with respect to any registration statement declared effective during the first six months following the IPO, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(aleast twenty-five percent (25%) and prior to the effective date of the securities included in such registration statement filed in connection with such registrationwill be Registrable Securities. Notwithstanding the foregoing provisions, the Company shall determine for may withdraw any reason not registration statement referred to register in this Section 4.4 without thereby incurring any liability to the holders of Registrable Securities. If any holder of Registrable Securities disapproves of the terms of any such securitiesunderwriting, the Company shall give it may elect to withdraw therefrom by written notice to all the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such Shareholders and, thereupon, underwriting shall be relieved of its obligation to register any Registrable Securities in connection with withdrawn from such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company (other than pursuant to Section 4.1 or Section 4.3) proposes to register any Company Securities 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 (other than a except with respect to registration statements on Form S-8 or S-4Forms X-0, X-0 or any successor to such forms or similar formsanother form not available for registering the Registrable Securities for sale to the public), relating each such time it will promptly give written notice to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan all holders of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed its intention so to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do. Upon the written request of any such Shareholder made holder received by the Company within 15 thirty (30) days after the receipt giving of any such notice from by the Company (which request shall specify the number provided that at least one Major Investor elects to register any or all of its Registrable Securities intended Securities), to be disposed register any or all of by such Shareholder)its Registrable Securities, the Company will use its reasonable best efforts to effect cause the registration under the Securities Act of all Registrable Securities that the Company has as to which registration shall have been so requested to register be included in the securities to be covered by the registration statement proposed to be filed by the Company, all such Shareholders, to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of the such Registrable Securities so registered. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders of Registrable Securities as a part of the written notice given pursuant to this Section 4.2. In such event the right of any holder of Registrable Securities to registration pursuant to this Section 4.2 shall be conditioned upon such holder’s participation in such underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 4.2, if the underwriter determines that marketing factors require a limitation on the number of shares to be registeredunderwritten, provided the Company shall so advise all holders of securities requesting registration of any limitations on the number of shares to be underwritten, and the number of shares of securities that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting are entitled to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(fand underwriting shall be allocated (i) on the same terms and conditions as apply first to the Company or the Requesting Shareholder, as applicable, and with respect to shares of Common Stock being sold for its own account; (ii) ifsecond, at any time after giving written notice to holders of its intention to register any securities pursuant to this Section 5.02(a) and prior Registrable Securities requesting registration in proportion, as nearly as practicable, to the effective date respective amounts of securities owned by them and (iii) then, to the Other Shareholders requesting registration statement filed in connection with such registrationproportion, as nearly as practicable, to the respective amounts of securities owned by them. Notwithstanding the foregoing provisions, the Company shall determine for may withdraw any reason not registration statement referred to register in this Section 4.2 without thereby incurring any liability to the holders of Registrable Securities. If any holder of Registrable Securities disapproves of the terms of any such securitiesunderwriting, the Company shall give it may elect to withdraw therefrom by written notice to all the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such Shareholders and, thereupon, underwriting shall be relieved of its obligation to register any Registrable Securities in connection with withdrawn from such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02.

Incidental Registration. (a) If, If Company at any time after the First Public Offeringproposes to file on its behalf and/or on behalf of any of its security holders (collectively, the Company proposes to register any Company Securities "Demanding Security Holders") a Registration Statement under the Securities Act on any form (other than a registration Registration Statement on Form S-4 or S-8 or S-4, or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or similar forms, relating to Ordinary Shares issuable upon exercise employees of employee stock options or in connection with Company pursuant to any employee benefit plan, respectively) for the general registration of Shares or similar plan other equity securities of the Company Company, or in connection with a direct securities convertible into or indirect acquisition by the Company of another Person), whether exchangeable or not exercisable for sale for its own accountShares or such other equity securities, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior of such proposed filing to Executive (unless Executive is a Demanding Security Holder) at least thirty (30) days before the anticipated initial filing date with the Commission of the registration statement relating to such registration to each ShareholderRegistration Statement, which notice shall set forth the number and type of securities proposed to be offered and a description of the intended method of disposition of such Shareholder’s rights under this Section 5.02 and securities. The notice shall offer such Shareholder the opportunity to include in such registration statement the filing such number of Registrable Securities as Executive may request. In the event that Executive desires to have Registrable Securities registered under this Section 3, he shall advise Company in writing within twenty (20) days after the date of receipt of such offer from Company, setting forth the same class or series as those proposed to be registered as each amount of such Shareholder may request (an “Incidental Registration”)Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request next sentence, and shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities that Securities. If the managing underwriter of a proposed public offering shall advise Company has been so requested to register by all such Shareholdersin writing that, to in its opinion, the extent requisite to permit the disposition distribution of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting requested to be included in the Company’s registration must sell their concurrently with the securities being registered by Company or such Demanding Security Holder would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holder, then Executive shall reduce the amount of securities he intended to distribute through such offering, pro rata with the other Demanding Security Holders and other selling security holders on the basis of the number of shares of Registrable Securities to be offered for the underwriters selected account of Executive and such other selling security holders. Except as otherwise provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder5, as applicable, and (ii) if, at any time after giving written notice all expenses of its intention to register any securities pursuant to such registration shall be borne by Company. No registration of Registrable Securities under this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the 3 shall relieve Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No effect registrations under Section 2, or shall constitute a request for registration effected by Executive under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.022.

Incidental Registration. (a) IfIf (x) for any reason the Company is not qualified under the Securities Act to maintain an effective Shelf Registration Statement or fails, at any time after if so required pursuant to Section 5.01, to do so, or (y) during the First Public Offeringperiod between the termination of the Company's obligations under Section 5.01 and the termination of the Company's obligations under this Section 5.03, and the Company proposes to register any Company Securities under the Securities Act any shares of Common Stock for sale for its own account or for the account of any other Person, other than pursuant to Section 5.02, (other than a registration on Form S-8 or S-4, or (i) any successor or similar forms, Registration Statement relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or any dividend reinvestment plan, (ii) pursuant to a Registration Statement filed in connection with an exchange offer or (iii) in connection with a direct or indirect acquisition by transaction subject to Rule 145 under the Securities Act) the Company of another Person)shall, whether or if at such time the Shelf Registration Statement is not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b)effective, give prompt written notice to each Holder at least 10 days prior to the anticipated initial filing date of a Registration Statement with the registration statement relating SEC pertaining thereto (an "Incidental Registration Statement") informing such Holder of its intent to file such registration to each Shareholder, which notice shall set forth Incidental Registration Statement and of such Shareholder’s Holder's rights under this Section 5.02 and shall offer such Shareholder 5.03 to request the opportunity to include in such registration statement of the number of Registrable Securities of the same class or series as those proposed to be registered as each held by such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)Holder. Upon the written request of any such Shareholder Holder made within 15 10 days after the receipt of any such notice from the Company is given (which request shall specify the number of Registrable Securities intended to be disposed of by such ShareholderHolder), the Company will shall use its commercially 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 all such ShareholdersHolder, to the extent requisite required to permit the disposition of the Registrable Securities so requested to be registered, provided that (i) including, if such registration involves an underwritten Public Offeringnecessary, all such Shareholders requesting to be included in by filing with the Company’s registration must sell their Registrable Securities SEC a post-effective amendment or a supplement to the underwriters selected as provided in Section 5.04(f) on Incidental Registration Statement or the same terms and conditions as apply related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, form used by the Company shall determine for such Incidental Registration Statement or by the Securities Act or by any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02other rules and regulations thereunder.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register any Company Securities of its securities under the Securities Act (other than (x) by a registration on Form S-4 or S-8 or S-4, or any successor or similar forms, relating forms or (y) pursuant to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), Section 3.1) whether or not for sale for its own accountaccount or for the account of the holder or holders of any Other Shares, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date all Warrant Securityholders of the registration statement relating its intention to do so and of such registration to each Shareholder, which notice shall set forth such Shareholder’s holders' rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)3.2. Upon the written request of any such Shareholder holder made within 15 20 days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderholder and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such Shareholdersthe holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that (i) if by inclusion of such registration involves an underwritten Public Offering, all such Shareholders requesting to be included Registrable Securities in the Company’s registration must sell their Registrable Securities to statement which covers the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to securities which the Company or the Requesting Shareholder, as applicable, and (ii) proposes to register; PROVIDED that if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Warrant Securityholder or Warrant Securityholders entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 5.02 3.2 shall relieve the Company of its obligations obligation to effect a Demand Registration any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to the extent required by have been effected pursuant to Section 5.013.1. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.023.2.

Incidental Registration. (a) IfSubject to Section 3(g), if at any time after the First Public Offering, the Company proposes Issuer determines to register any Company Securities file a registration statement under the Securities Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to Issuer's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Securities and such filing is to be on its behalf and/or on behalf of selling holders of its Securities for the Company general registration of another Person)Common Stock to be sold for cash, whether or not for sale for its own account, it will Issuer shall each such time, subject to the provisions of Section 5.02(b), time promptly give prompt each Rights Holder written notice prior of such determination setting forth the date on which Issuer proposes to file such registration statement, which date shall be no earlier than thirty days from the anticipated filing date of the registration statement relating such notice, and advising each Rights Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Securities included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Rights Holder received by Issuer no later than twenty days after the receipt date of notice from the Company (which request Issuer's notice, Issuer shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration cause to be registered under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities that each such Rights Holder has so requested to be registered. If, provided that in the written opinion of the managing underwriter (or, in the case of a non-underwritten offering, in the written opinion of Issuer), the total amount of such securities to be so registered, including such Registrable Securities, will exceed the maximum amount of Issuer's securities which can be marketed: (i) if at a price reasonably related to the then current market value of such registration involves an underwritten Public Offering, all such Shareholders requesting securities; or (ii) without otherwise materially and adversely affecting the entire offering; then Issuer shall be entitled to be included in reduce the Company’s registration must sell their number of shares of Registrable Securities to not less than one-third of the underwriters selected as total number of shares in such offering; provided that in Section 5.04(f) any such case the number of shares of Securities to be registered on behalf of all other selling stockholders is reduced on a pro rata basis based on the same terms and conditions aggregate number of Securities owned by each selling stockholder at the time of filing the registration statement. Such reduction shall be allocated among all such Rights Holders in proportion (as apply nearly as practicable) to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration amount of Registrable Securities requested pursuant to this Section 5.02owned by each Rights Holder at the time of filing the registration statement.

Incidental Registration. (a) If, at any time after the First Public Offering, the Company proposes to register any Company Securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice at least 15 days prior to the anticipated filing effective date of the registration statement relating to such registration to each ShareholderSecurityholder, which notice shall set forth such ShareholderSecurityholder’s rights under this Section 5.02 and shall offer such Shareholder Securityholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder Securityholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder Securityholder made within 15 five days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such ShareholderSecurityholder), the Company will use its all reasonable best efforts (subject to Section 5.02(b)) to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such ShareholdersSecurityholders, to the extent requisite required to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders Securityholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same economic terms and conditions as apply to the Company or the Requesting ShareholderSecurityholder, as applicable, and (ii) if, at any time after giving written notice pursuant to this Section 5.02(a) of its intention to register any securities pursuant to this for its own account but not in connection with any Demand Registration (except as set forth in Section 5.02(a5.01) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders Securityholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register any Company Securities of its securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating for sale to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person)public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or any comparable forms or successors thereto or another form not available for registering the Registrable Securities for sale to the public), each such time it will each such time, subject to the provisions of Section 5.02(b), promptly give prompt written notice prior to the anticipated filing date all holders of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed its intention so to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do. Upon the written request of any such Shareholder made holder received by the Company within 15 twenty (20) days after the receipt giving of any such notice from by the Company (which request shall specify the number to register any or all of its Registrable Securities intended to be disposed of by such Shareholder)Securities, the Company will use its reasonable best efforts to effect cause the registration under the Securities Act of all Registrable Securities that the Company has as to which registration shall have been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the securities to be covered by the registration statement proposed to be filed by the Company’s registration must sell their , all to the extent required to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Securities to so registered. If the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to registration of which the Company or gives notice is for a registered public offering involving an underwriting, the Requesting Shareholder, Company shall so advise the holders of Registrable Securities as applicable, and (ii) if, at any time after giving a part of the written notice of its intention to register any securities given pursuant to this Section 5.02(a) and prior 2.4. In such event the right of any holder of Registrable Securities to registration pursuant to this Section 2.4 shall be conditioned upon such holder’s participation in such underwriting to the effective date extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company and the Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 2.4, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, such limitation will be imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement filed in connection with and as to which inclusion has been requested pursuant to such registrationright; provided, however, that the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved number of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve not be reduced below thirty percent (30%) of the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration number of Registrable Securities requested pursuant to be included in such underwriting; and provided further that the number of Registrable Securities underlying Preferred Stock shall not be reduced below twenty-five percent (25%) of the number of securities included in such underwriting. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5.022.4 for any reason without thereby incurring any liability to the holders of Registrable Securities. If any holder of Registrable Securities disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register any Company Securities of its equity securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, (i) relating to Ordinary Shares shares of Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or Company, (ii) in connection with a direct or indirect an acquisition by the Company of another Personcompany, or (iii) pursuant to Section 1.1), whether or not for sale for its own account, it will shall each such time, subject to the provisions of Section 5.02(b1.2(b), give prompt written notice to Holder of its intention to do so and of Holder's rights under this Section 1.2, at least 30 days prior to the anticipated filing date of the registration statement Registration Statement relating to such registration to each Shareholder, which Registration. Such notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder Holder the opportunity to include in such registration statement the Registration Statement such number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder Holder may request (an “Incidental Registration”)request, subject to the provisions of this Section 5.02(b)1.2. Upon the written request of any such Shareholder Holder made within 15 20 days after the receipt of the Company's notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such ShareholderHolder and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect the registration Registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such ShareholdersHolder; provided, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (ix) if such registration Registration -------- involves an underwritten Public Offeringoffering, all such Shareholders requesting to be included in the Company’s registration Holder must sell their its Registrable Securities to the underwriters underwriter(s) selected as provided in Section 5.04(f) by the Company on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, Company; and (iiy) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a1.2(a) and prior to the effective date Effective Date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company shall determine for any reason not to register such securitiessecurities for its own account or the account of others, the Company shall give written notice to all such Shareholders and, thereupon, Holder and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration without prejudice, however, to rights of Holder under Section 1.1. If a Registration pursuant to this Section 1.2(a) involves an underwritten public offering, Holder 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 Registration effected under this Section 5.02 1.2 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Registrations upon request under Section 5.011.3. The Company shall pay all Registration Expenses in connection with each registration Registration of Registrable Securities requested pursuant to this Section 5.021.2. However, Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 1.2.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register any Company Securities of its securities under the Securities Act (other than (x) by a registration on Form S-4 or S-8 or S-4, or any successor or similar forms, relating forms or (y) pursuant to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), Section 5.1) whether or not for sale for its own accountaccount or for the account of the holder or holders of any Other Shares, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date all Warrant Securityholders of the registration statement relating its intention to do so and of such registration to each Shareholder, which notice shall set forth such Shareholder’s holders' rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)5.2. Upon the written request of any such Shareholder holder made within 15 20 days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderholder and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such Shareholdersthe holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Warrant Securityholder or Warrant Securityholders entitled to do so to request that such registration be effected as a registration under Section 5.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 5.02 5.2 shall relieve the Company of its obligations obligation to effect a Demand Registration any registration upon request under Section 5.1, nor shall any such registration hereunder be deemed to the extent required by have been effected pursuant to Section 5.015.1. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.025.2.

Incidental Registration. (a) If, at At any time after the First Public Offering, the Company proposes to register any Company Securities shares of Class A Common Stock under the Securities Act (other than a an Exchange Registration or registrations on such form(s) solely for registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or shares of Class A Common Stock in connection with any employee benefit plan or similar dividend reinvestment plan of the Company or in connection with a direct merger or indirect acquisition by the Company of another Personconsolidation), including registrations pursuant to Section 2.2(a), whether or not for sale for its own account, it the Company will each such time, subject to the provisions of Section 5.02(b), give prompt written notice to each holder of Registrable Securities at least 30 days prior to the anticipated initial filing date of the such registration statement relating with the SEC of its intent to file such registration to each Shareholder, which notice shall set forth statement and of such Shareholderholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)2.3. Upon the written request of any such Shareholder holder of Registrable Securities made within 15 20 days after the receipt of any such notice from the Company is given (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderholder), the Company will use its reasonable best efforts to effect the registration (an “Incidental Registration”) under the Securities Act of all Registrable Securities that which the Company Company, as the case may be, has been so requested to register by all such Shareholdersthe holders thereof; provided, to the extent requisite to permit the disposition of the Registrable Securities so to be registeredhowever, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationIncidental Registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each holder of Registrable Securities and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 2.3 in connection with such registration. No registration effected , and (b) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.02 shall relieve 2.3 during the Company of its obligations to effect a Demand Registration to period that the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02such other securities is delayed.

Incidental Registration. (a) If, If at any time from and after the First Public Offeringdate hereof, the Company proposes to register any Company Securities of its securities under the Securities Act (other than a (A) any registration on Form S-8 of public sales or S-4, or any successor or similar forms, relating distributions solely by and for the account of the Company of securities issued (x) pursuant to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan or any dividend reinvestment plan, (y) in any acquisition by the Company or (z) pursuant to any registration rights agreement, existing as of the date hereof, with the Company’s existing shareholders, or (B) pursuant to Section 2 hereof), either in connection with a primary offering for cash for the account of the Company or in connection with a direct or indirect acquisition by secondary offering, the Company of another Person)will, whether or not for sale for its own account, each time it will each intends to effect such time, subject to the provisions of Section 5.02(b)a registration, give prompt written notice to all Holders at least ten (10) but no more than thirty (30) business days prior to the anticipated expected initial filing date of a Registration Statement with the Commission pertaining thereto, informing such Holders of its intent to file such Registration Statement, the expected filing date, and of the Holders’ rights to request the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Registrable Shares held by such Shareholder may request Holder (an the “Incidental RegistrationCompany Notice”), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder Holder made within 15 ten (10) business days after the receipt of notice from the any such Company Notice is given (which request shall specify the number of Registrable Securities intended to be disposed of by such ShareholderHolder or its transferees and, unless the applicable registration is intended to effect a primary offering of Shares for cash for the account of the Company, the intended method of distribution thereof), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such Shareholders, Holders to the extent requisite required to permit the disposition (in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company’s intended method of distribution) of the Registrable Securities so requested to be registered, provided that (i) including, if such registration involves an underwritten Public Offeringnecessary, all such Shareholders requesting to be included in by filing with the Company’s registration must sell their Registrable Securities Commission a post-effective amendment or a supplement to the underwriters selected as provided in Section 5.04(f) on Incidental Registration Statement or the same terms and conditions as apply related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Incidental Registration Statement or by the Requesting ShareholderSecurities Act, as applicableany state securities or blue sky laws, or any rules and (ii) regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each Holder and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), and (B) in the case of a determination to delay such registration. No registration effected under this Section 5.02 shall relieve , the Company of its obligations shall be permitted to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each delay registration of any Registrable Securities requested to be included in such Incidental Registration Statement for the same period as the delay in registering such other securities. The registration rights granted pursuant to the provisions of this Section 5.023(a) shall be in addition to the registration rights granted pursuant to the other provisions of this Agreement.

Incidental Registration. (a) If, at any time after the First Public Offeringan IPO, the Company proposes to register any Company Securities of its Membership Units under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct public offering of such securities solely for cash (other than by a registration in connection with an acquisition or indirect acquisition by the Company in a manner which would not permit registration of another PersonRestricted Securities), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date all holders of the registration statement relating to Restricted Securities of such registration to each Shareholder, which notice shall set forth such Shareholder’s holders’ rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)10.1. Upon the written request of any such Shareholder made holder received by the Company within 15 fifteen (15) days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Restricted Securities intended to be disposed of by such Shareholderholder and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Restricted Securities that which the Company has been so requested to register by all such Shareholdersthe holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Restricted Securities so to be so registered, provided that (i) if by inclusion of such registration involves an underwritten Public Offering, all such Shareholders requesting to be included Restricted Securities in the Company’s registration must sell their Registrable Securities to statement which covers the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to securities which the Company or the Requesting Shareholderproposes to register, as applicableprovided that, and (ii) if, if at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders andeach holder of Restricted Securities, thereuponand thereupon the Company (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Restricted Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses therewith) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering Restricted Securities, for the same period as the delay in registering such other securities. No Notwithstanding the foregoing, during the first two years following an IPO, Restricted Securities held by Ribis or an Employee Unit Holder shall not be eligible for incidental registration effected rights hereunder and shall not be includible in any such registration statement unless Holdings, Co-Investment Partners, Voteco, Coinvestment Voteco or their respective Affiliates are also including Restricted Securities in such registration statement. In the event that during the first two years following an IPO, Holdings, Co-Investment Partners, Voteco or Coinvestment Voteco or their respective Affiliates are including Restricted Securities in a registration statement to which incidental registration rights under this Section 5.02 10.1 otherwise apply, then Ribis and each Employee Unit Holder shall relieve be entitled to incidental registration rights hereunder only with respect to that number of Restricted Securities bearing the Company same proportion to all of its obligations his or her Restricted Securities as the Restricted Securities to effect a Demand Registration be registered by Holdings, Co-Investment Partners, Voteco, Coinvestment Voteco and their respective Affiliates bears to all Restricted Securities owned by Holdings, Co-Investment Partners, Voteco, Coinvestment Voteco and their respective Affiliates in the extent required by Section 5.01aggregate. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Restricted Securities requested pursuant to this Section 5.0210.1.

Incidental Registration. (a) If, If at any time after the First Public Offering, the Company (but without any obligation to do so) Newco proposes to register (including a registration effected by Newco for shareholders other than the Holders) any Company Securities shares of Common Stock under the Securities Act in connection with the public offering of such shares solely for cash on any form of Registration Statement in which the inclusion of Registrable Securities is appropriate (other than a registration (i) relating solely to the sale of securities to participants in a Company stock or stock option plan, (ii) pursuant to a Registration Statement on Form S-4 or Form S-8 or S-4, (or any successor forms) or similar formsany form that does not include substantially the same information, other than information relating to Ordinary Shares issuable upon exercise the selling shareholders or their plan of employee stock options or distribution, as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iii) in connection with any employee benefit dividend reinvestment or similar plan plan, or (iv) for the sole purpose of the Company offering securities to another entity or its security holders in connection with a direct the acquisition of assets or indirect acquisition by the Company securities of another Personsuch entity or any similar business combinations transaction), whether or not for sale for its own account, it will Newco shall promptly give each such time, subject to the provisions of Section 5.02(b), give prompt Holder written notice prior to of such registration at least 10 days before the anticipated filing date of any such Registration Statement. Such notice shall describe fully the proposed method of distribution of the securities being registered. If the registration statement relating to such registration to of which Newco gives notice is for a registered public offering involving an underwriting, Newco shall so advise each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series Holders as those proposed a part of the written notice given pursuant to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)this Article. Upon the written request of any such Shareholder made Holder given within 15 10 days after the receipt delivery of such notice by Newco, Newco shall cause to be registered under the Securities Act all of the Registrable Securities that such Holder has so requested to be registered. Newco may decline to file a Registration Statement after giving notice to the Holders, or withdraw a Registration Statement after filing and after such notice, but prior to the effectiveness thereof, provided that Newco shall promptly notify each Holder of Registrable Securities in writing of any such action and provided further that Newco shall bear all out-of-pocket expenses incurred by each Holder or otherwise in connection with such declined or withdrawn Registration Statement. Further, any such declining or withdrawal shall be without prejudice to the rights (if any) of the Holders immediately to request that such registration be effected as a registration under Article 2. The right of any Holder to have Registrable Securities included in such Registration Statement shall be conditioned upon participation in any underwriting to the extent provided herein. Newco shall not be required to include any Registrable Securities in such underwriting unless the Holders thereof agree to enter into an underwriting agreement in customary form, and upon terms and conditions agreed upon among such Holders, Newco and the underwriter(s), with the underwriter(s) selected by Newco. In the event that the underwriter(s) shall advise Newco that marketing or other factors require a limitation of the number of shares to be underwritten, then Newco shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto. The underwriter(s) may exclude some or all of the Registrable Securities from such underwriting and the Company number of Registrable Securities, if any, that may be included in the underwriting shall be allocated among all Holders thereof in proportion (which request shall specify as nearly as practicable) to the number of Registrable Securities which each Holder requested be included in such registration. Nothing in this Article 3 is intended to diminish the number of shares to be disposed of sold by Newco in such Shareholder), underwriting. Newco and the Company will use its reasonable best efforts to effect the registration under the Securities Act of underwriter(s) selected by Newco shall make all Registrable Securities that the Company has been so requested to register by all such Shareholders, determinations with respect to the extent requisite timing, pricing and other matters related to permit the disposition of the Registrable Securities so to be registeredoffering, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, no Holder shall be relieved of its obligation obligated to register sell any Registrable Securities in connection such offering and may be withdrawn at any time for any reason, including a disagreement with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration respect to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant timing, pricing and other matters related to this Section 5.02the offering.

Incidental Registration. (a) IfSubject to Section 5.9, if at any time after the First Public Offering, the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with ) on any employee benefit or similar plan form that also would permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Securities and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of Common Stock to be sold for cash, the Company of another Person), whether or not for sale for its own account, it will shall each such time, subject to the provisions of Section 5.02(b), time promptly give prompt each Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Securities included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than fifteen days after the receipt date of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)Company's notice, the Company will shall use its reasonable best efforts to effect the cause to be included for registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities that each such Holder has so requested to be registered, ; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesproceed with the proposed registration of the securities to be sold by it, the Company shall may, at its election, give written notice of such determination to all such Shareholders each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holder to request such registration to be effected as a registration under Section 5.3. No If, in the written opinion of the lead managing underwriter (or, in the case of a non-underwritten offering, in the written opinion of the Company), the total number of such securities to be so registered, including such Registrable Securities, will exceed the maximum number of the Company's securities that can reasonably be sold, then the Company shall include in such registration effected under (i) first, all the securities the Company proposes to sell for its own account or is required to register on behalf of any third party exercising rights similar to those granted in Section 5.3(a) up to such maximum number, and (ii) second, to the extent that the number of securities which the Company proposes to sell for its own account or is required to register on behalf of any third party exercising rights similar to those granted in Section 5.3(a) is less than the number of equity securities which the Company has been advised can reasonably be sold, all Registrable Securities requested to be included in such registration by the Holders pursuant to this Section 5.02 shall relieve 5.4 and all shares of Common Stock requested to be included by third parties exercising the rights similar to those granted in this Section 5.4; provided that if the number of Registrable Securities and other shares of Common Stock requested to be included in such registration by the Holders pursuant to this Section 5.4 and third parties exercising rights similar to those granted in this Section 5.4, together with the number of securities to be included in such registration pursuant to clause (i) of this Section 5.4, exceeds the number which the Company has been advised can reasonably be sold in such offering, the number of its obligations such Registerable Securities requested to effect a Demand Registration be included in such registration by the Holders pursuant to this Section 5.4 shall, except to the extent required by Section 5.01. The under the Existing Company Registration Rights, be limited to such extent and shall pay be allocated pro rata among all Registration Expenses such requesting Holders and third parties exercising rights similar to those granted in connection with each registration of Registrable Securities requested pursuant to this Section 5.02.this

Incidental Registration. (a) If, at If (but without any time after the First Public Offering, obligation to do so) the Company proposes to register for its own account any Company Securities of its capital stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option plan, a registration on Form S-8 any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities or S-4, or any successor or similar forms, relating to a registration in which the only Ordinary Shares being registered is Ordinary Shares issuable upon exercise conversion of employee stock options debt securities that are also being registered or in connection with any employee benefit or similar plan a transaction under Rule 145 of the Act), the Company or in connection with a direct or indirect acquisition shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company of another Person), whether or not for sale for its own account, it will each such timein accordance with Section 15.5 the Company shall, subject to the provisions of Section 5.02(b)8, give prompt written notice prior use its reasonable efforts to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed cause to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will 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 all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so that each such Holder has requested to be registered; PROVIDED, provided HOWEVER, that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination and its reasons therefor to all such Shareholders andthe Holders, thereuponand (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 and (ii) in the case of a determination to delay registering, shall relieve be permitted to delay registering any Registrable Securities, for the Company of its obligations to effect a Demand Registration to same period as the extent required by Section 5.01. The Company shall pay all Registration Expenses delay in connection with each registration of Registrable Securities requested pursuant to this Section 5.02registering such other securities.

Incidental Registration. (a) If, If the Corporation at any time after the First Public Offering, the Company proposes to register any Company Securities of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than a except with respect to registration statements on Form S-8 or S-4, S-4 or any successor or similar forms, relating another form not available for registering the Registrable Securities for sale to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Personpublic), whether or not for sale for its own account, each such time it will each such time, subject give written notice to the provisions Holders of Section 5.02(b), give prompt written notice prior its intention to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do so. Upon the written request of any such Shareholder made Holder, given within 15 ten (10) days after the receipt of notice from the Company any such notice, to register any of such Holder’s Registrable Securities (which request shall specify must state the number intended method of Registrable Securities intended to be disposed of by such Shareholderdisposition thereof), the Company Corporation will use its commercially reasonable best efforts (as set forth in Section 8.1(d)) to effect cause the registration under the Securities Act of all Registrable Securities that the Company as to which registration has been so requested to register be included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all such Shareholders, to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of the such Registrable Securities so registered. If any registration pursuant to be registeredthis Section 8.1(c) is, provided that (i) if such registration involves in whole or in part, an underwritten Public Offeringpublic offering of Common Stock, all any request by a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Shareholders requesting Registrable Securities are to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) underwriting on the same terms and conditions as apply the shares of Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the Company or contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities Corporation pursuant to this Section 5.02(a) a registration statement covering Registrable Securities and prior such Holder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, such Holder will refrain from selling such Registrable Securities during the period of distribution of the Corporation’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Holder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of the such registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02statement.

Incidental Registration. (a) IfNotwithstanding the provisions of Article 5.1 of this Agreement, if the Company at any time after during the First Public Offering, the Company Exercise Period proposes to register any Company Securities of its Common Stock under the Securities Act (on a form appropriate for the registration of the Restricted Stock for public offering by the holders thereof other than a registration on Form S-8 or S-4S-8, or any successor or similar forms, relating forms or a shelf registration under Rule 415 for the sole purpose of registering shares to Ordinary Shares issuable be issued in connection with the acquisition of stock or assets of another person) and there is then not an effective registration statement covering the shares of Common Stock to be issued upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own accountWarrants, it will each such time, subject time give written notice to the provisions holder of Section 5.02(b)this Warrant and any holders of Restricted Stock (the holders of Restricted Stock are sometimes referred to herein as the "Eligible Holders") of its intention so to do and, give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). Upon the upon written request from Eligible Holders given within 30 days after receipt of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify state the number intended method of Registrable Securities intended to be disposed disposition of such securities by such ShareholderEligible Holder), the Company will use its reasonable best efforts to effect the registration cause all or any (but not less than 1,000 shares if less than all) Restricted Stock held by such Eligible Holder or which such Eligible Holder is then entitled to acquire pursuant to a Warrant to be registered under the Securities Act of Act, all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid by such Eligible Holder); provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of the Registrable Securities so such other securities originally proposed to be registered, provided that (i) if such registration involves . If an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities offering pursuant to this Section 5.02(a) and prior Article is to be made through underwriters, the managing underwriter may, if in its reasonable opinion marketing factors so require, limit (pro rata according to the effective date market value of securities proposed to be registered by each) the registration statement filed in connection with such registration, number of (or eliminate entirely from the Company shall determine for any reason not to offering all of the) securities which eligible Holders may register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Article.

Incidental Registration. (a) If, Right to Include Registrable Securities. If the Company --------------------------------------- at any time after the First Public Offering, the Company proposes to register any Company Securities of its securities under the Securities Act (other than a by registration on Form S-8 Forms S-1, S-2, S-3, F-1, F-2 or S-4, F-3 or any successor or similar forms, relating to Ordinary Shares issuable upon exercise form(s) (except registrations on such Forms or similar form(s) solely for registration of employee stock options or securities in connection with any an employee benefit plan or similar dividend reinvestment plan of the Company or in connection a merger, consolidation or exchange and except for registrations pursuant to Section 2.1) (and any related qualification under or ----------- compliance with a direct blue sky or indirect acquisition by the Company of another Personother state securities laws), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date all registered holders of the registration statement relating Registrable Securities of its intention to do so and of such registration to each Shareholder, which notice shall set forth such Shareholder’s holders' rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)2.2. Upon the written request of any ----------- such Shareholder holder (each, a "Requesting Holder") made as promptly as practicable and in any event within 15 30 days after the receipt of any such notice from (20 days if the Company states in such written notice or gives telephonic notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 or F-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the number of Registrable Securities intended to be disposed of by such ShareholderRequesting Holder), the Company will 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 all such Shareholders, the Requesting Holders thereof to the extent requisite to permit the disposition thereof in accordance with the method or methods of the Registrable Securities so to be registereddisposition intended by such holders; provided, provided however, that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its -------- ------- intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders and, thereuponeach holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve (but not from any obligation of the Company of its obligations to effect a Demand Registration to pay the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities requested pursuant entitled to this do so to cause such registration to be effected as a registration under Section 5.022.1, and (ii) in the case of a ----------- determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities.

Incidental Registration. (a) If, at any time after the First Public Offering, If the Company proposes to register any Company Securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary of Common Shares (A) issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or (B) in connection with a direct or indirect acquisition by the Company of another Personcompany), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice at least 10 days prior to the anticipated filing date of the registration statement relating to such registration to each ShareholderDLJ Entity and each Other Stockholder, which notice shall set forth such Shareholder’s Stockholder's rights under this Section 5.02 and shall offer such Shareholder Stockholders the opportunity to include in such registration statement the such number of Registrable Securities of the same class or series type as those are proposed to be registered as each such Shareholder Stockholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b"INCIDENTAL REGISTRATION"). Upon the written request of any such Shareholder Stockholder made within 15 5 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such ShareholderStockholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such ShareholdersStockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided ; PROVIDED that (i1) if such registration involves an underwritten Underwritten Public Offering, all such Shareholders Stockholders requesting to be included in the Company’s 's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii2) if, at any time after giving written notice of its intention to register any securities stock pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (without prejudice, however, to the rights of any DLJ Entity under Section 5.01). No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02.

Incidental Registration. (a) If, at any time after the First Public Offering, If the Company proposes to register any Company Securities file a Registration Statement under the Securities Act with respect to a Public Offering or, after a Public Offering with respect to any offering of Company Common Stock (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale i) for its own accountaccount or (ii) for the account of any Holder or each Additional Holder of Company Common Stock, it will each such time, subject to the provisions of Section 5.02(b), Company shall give prompt written notice prior of such proposed filing to each Holder and any Additional Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date of the registration statement relating to date), and such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 offer each Holder and shall offer such Shareholder each Additional Holder the opportunity to include in register such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)Holder or Additional Holder shall request. Upon the written request direction of a Holder or an Additional Holder, given within 20 days following the receipt by the Holder or Additional Holder of any such Shareholder made within 15 days after the receipt of written notice from the Company (which request direction shall specify the number of Registrable Securities intended to be disposed of by such Shareholderthe Holder or Additional Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act shall include in such Registration Statement (an "INCIDENTAL REGISTRATION") such number of all 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 each Holder and each Additional Holder requesting Incidental Registration rights hereunder) that the number of shares of Company has been so requested Common Stock included in such Incidental Registration would (i) materially and adversely affect the price of the Company Common Stock to register 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 all any Holder or Additional Holder requesting Incidental Registration rights hereunder, shall be reduced in proportion to such Shareholders, Holder's respective pro rata ownership interest in the Company at the time immediately preceding such request for Incidental Registration to the extent requisite to permit that, in the disposition lead underwriter's opinion, neither of the Registrable Securities so to be registered, provided that effects in the foregoing clauses (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice would result from the number of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date shares of the registration statement filed Company Common Stock included in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Incidental Registration.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register any Company Securities of its securities under the Securities Act (other than (x) by a registration on Form S-4 or S-8 or S-4, or any successor or similar forms, relating ) or (y) pursuant to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), Section 5.1 ) whether or not for sale for its own accountaccount or for the account of the holder or holders of any other Shares, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date all holders of the registration statement relating Registrable Securities of its intention to do so and of such registration to each Shareholder, which notice shall set forth such Shareholder’s holders' rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)5.2. Upon the written request of any such Shareholder holder made within 15 20 days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderholder and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register register, by all inclusion of such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so in the registration statement which covers the securities which the Company proposes to be registered, register; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder of Registrable Securities entitled to request that such registration be effected as a registration under Section 5.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 5.02 5.2 shall relieve the Company of its obligations obligation to effect a Demand Registration any registration upon request under Section 5.1, nor shall any such registration hereunder be deemed to the extent required by have been effected pursuant to Section 5.015.1. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.025.2.

Incidental Registration. (a) If, If the Company shall at any time after propose to file a registration statement under the First Public Offering, Securities Act for an offering of Common Stock of the Company proposes for cash (other than an offering relating to register any Company Securities (i) a business combination that is to be filed on Form S-4 under the Securities Act (other than a registration on Form S-8 or S-4, or any successor form thereto) or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any (ii) an employee benefit plan or similar plan (iii) securities of the Company or in connection with a direct or indirect acquisition convertible into Common Stock where no separate consideration is received by the Company of another Personfor such Common Stock), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give Company shall provide prompt written notice prior of such proposal to the anticipated filing date all Holders of the registration statement relating Registrable Securities of its intention to do so and of such registration to each Shareholder, which notice shall set forth such Shareholder’s Holders' rights under this Section 5.02 3 and shall offer such Shareholder the opportunity use its reasonable efforts to include such number or amount of Registrable Securities in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”)statement, subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will 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 all such Shareholdersthe Holders thereof, which request shall be made to the extent requisite to permit Company within 10 business days after the disposition Holder receives notice from the Company of the Registrable Securities so to be registeredsuch proposed registration; PROVIDED, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this (but not from its obligation to pay the registration expenses referred to in Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses 5 incurred in connection with each therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requested pursuant requesting to this Section 5.02be included in the Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. The Holders shall have the right to revoke their election to have their shares included in such registration at any time prior to the filing of the registration statement.

Incidental Registration. (a) If, at any Each time after Harmony shall determine to proceed with the First Public Offering, the Company proposes to register any Company Securities actual preparation and filing of a registration statement under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with the proposed offer and sale for money of any employee benefit of its Common Stock by it or similar plan any of its security holders, Harmony will give written notice of its determination to all Holders of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)Securities. Upon the written request of a Holder of any Securities given within fifteen (15) days after receipt of any such Shareholder made within 15 days after the receipt of notice from Harmony, Harmony will, except as herein provided, cause all such Securities, the Company (Holders of which request shall specify the number of Registrable Securities intended have so requested registration thereof, to be disposed of by included in such Shareholder)registration statement, the Company will 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 all such Shareholders, to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities so to be so registered; provided, provided however, that (i) if nothing herein shall prevent Harmony from, at any time, abandoning or delaying any such registration involves an initiated by it; and (ii) if Harmony determines not to proceed with a registration after the registration statement has been filed with the Commission and Harmony's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by Harmony, Harmony shall promptly complete the registration for the benefit of those Holders who wish to proceed with a public offering of their Securities and who bear all expenses in excess of $20,000 incurred by Harmony as the result of such registration after Harmony has decided not to proceed. If any registration pursuant to this Section 1.2 shall be underwritten Public Offeringin whole or in part, all such Shareholders requesting Harmony may require that the Securities requested for inclusion pursuant to this Section 1.2 be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) underwriting on the same terms and conditions as apply the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Securities originally covered by a request for registration would reduce the number of shares to be offered by Harmony or interfere with the Company successful marketing of the shares offered by Harmony, the number of Securities otherwise to be included in the underwritten public offering may be ratably reduced among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by Harmony or the Requesting Shareholdermanaging underwriter may exclude all of such Securities from the underwritten public offering. Those Securities which are thus excluded from the underwritten public offering shall be withheld from the market by the Holders thereof for a period, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesexceed ninety (90) days, which the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities managing underwriter reasonably determines is necessary in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations order to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02underwritten public offering.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes for any reason to register any Company Securities of its securities under the Securities Act (other than pursuant to a registration statement on Form S-8 S-8, S-14 or S-4, or any successor S-15 or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Personsuccessor form), whether or not for sale for its own account, it will shall each such time, subject to the provisions of Section 5.02(b), time promptly give prompt written notice prior to the anticipated filing date all holders of the registration statement relating outstanding Registrable Shares (as defined below) of its intention so to such registration to each Shareholderdo, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”)and, subject to the provisions of Section 5.02(b). Upon upon the written request request, given within 30 days after receipt of any such Shareholder made within 15 days after notice, of the receipt holder of notice from the Company any such Registrable Shares to register any Registrable Shares (which request shall specify the number of Registrable Securities Shares intended to be sold or disposed of by such Shareholderholders and shall state the intended method of disposition of such Registrable Shares by the prospective seller), the Company will shall use its reasonable best efforts to effect the registration cause all such Registrable Shares, to be registered under the Securities Act promptly upon receipt of the written request of such holders for such registration, all Registrable Securities that the Company has been so requested to register by all such Shareholders, 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 Registrable Securities Shares so to be registered. In the event that the proposed registration by the Company is, provided that (i) if such registration involves in whole or in part, an underwritten Public Offeringpublic offering of securities of the Company, all any request pursuant to this Section 6 to register Registrable Shares may specify that such Shareholders requesting shares are to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(funderwriting (i) on the same terms and conditions as apply to the Company shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice on terms and conditions comparable to those normally applicable to offerings of its intention to register any securities pursuant to this Section 5.02(a) and prior to common stock in reasonably similar circumstances in the effective date event that no shares of the registration statement filed in connection with Common Stock other than Registrable Shares are being sold through underwriters under such registration; PROVIDED, HOWEVER, that (A) if the Company shall determine for any reason not managing underwriter determines and advises in writing that the inclusion of all Registrable Shares proposed to register be included in the underwritten public offering and other issued and outstanding shares of Common Stock proposed to be included therein by persons other than holders of Registrable Shares (the "Other Shares") would interfere with the successful marketing (including pricing) of such securities, then the Company shall give written notice number of Registrable Shares and Other Shares to all be included in such Shareholders and, thereupon, underwritten public offering shall be relieved reduced FIRST, PRO RATA among the holders of its obligation Other Shares, and SECOND, if necessary, PRO RATA among the holders of Registrable Shares based upon the number of Registrable Shares and shares of Common Stock requested by the holders thereof to register any Registrable Securities be registered in connection with such registration. No registration effected under this Section 5.02 underwritten public offering and (B) in each case those shares of Common Stock which are excluded from the underwritten public offering shall relieve be withheld from the Company of its obligations market by the holders thereof for a period, not to exceed 180 days, which the managing underwriter reasonably determines as necessary in order to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02underwritten public offering.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register any Company Securities of its securities under the Securities Act (other than (x) by a registration on Form S-4 or S-8 or S-4, or any successor or similar forms, relating ) or (y) pursuant to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another PersonSection (A), ) whether or not for sale for its own accountaccount or for the account of the holder or holders of any other shares of the Company’s common stock, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date Holder of the registration statement relating Registrable Securities of its intention to do so and of such registration to each Shareholder, which notice shall set forth such ShareholderHolder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(bB). Upon the written request of any such Shareholder holder made within 15 twenty (20) days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderholder and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect the registration under the Securities Act of the resale of all Registrable Securities that which the Company has been so requested to register register, by all inclusion of such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so in the registration statement which covers the securities which the Company proposes to be registered, register; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder of Registrable Securities entitled to request that such registration be effected. No registration effected under this Section 5.02 (B) shall relieve the Company of its obligations obligation to effect a Demand Registration any registration upon request under Section (A), nor shall any such registration hereunder be deemed to the extent required by have been effected pursuant to Section 5.01(A). The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02(B). If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section (B) and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in this Section (B), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration and all other holders of any securities to be included in such registration in respect of such underwritten offering, by letter of its belief that inclusion in such distribution of all or a specified number of the securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities and such other securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and holders of such other securities, reduce pro rata (if and to extent stated by such managing underwriter to be necessary to eliminate such effect) all securities that have been requested be included in such registration statement by the holder thereof so that the resultant aggregate number of such securities so included in such registration, together with the number of securities to be included in the registration for the account of the Company, shall be equal to the number of securities in such managing underwriter’s letter.

Incidental Registration. (a) If, at any time after the First Public Offering, the Company proposes to register any Company Securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice at least 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s 's rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”"INCIDENTAL REGISTRATION"), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its all 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 all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s 's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02.

Incidental Registration. (a) If, If the Company at any time after following the First Public Offering, closing of the Company IPO13 proposes to register any Company Securities under the Securities Act of its securities it shall give notice (other than (i) in a demand or shelf registration under Section 2.3 or Section 2.4, as applicable, of this Agreement, (ii) in a registration relating solely to employee, director and consultant benefit plans; (iii) in a registration relating solely to a Rule 145 transaction; or (iv) in a registration relating to a corporate reorganization or other transaction on Form S-8 S-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject foreign equivalent thereof) to the provisions Holders of Section 5.02(b), give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)intention. Upon the written request of any such Shareholder made Holder [(and, after the first registration under this Section 2 in which Holders participate, also of the Founders)] given within 15 twenty (20) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by any such Shareholder)notice, the Company will use its reasonable best efforts to effect shall include in such registration all of the Registrable Shares indicated in such request [(and, after the first registration under this Section 2 in which Holders participate, also shares so indicated by the Securities Act of all Registrable Securities that the Company has been Founders)], so requested to register by all such Shareholders, to the extent requisite as to permit the disposition of the Registrable Securities shares so registered. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be registeredunderwritten, provided that (i) if then there shall be excluded from such registration involves an underwritten Public Offeringand underwriting to the extent necessary to satisfy such limitation, all such Shareholders requesting first shares held by shareholders other than the Holders, then to the extent necessary, shares held by the Holders (pro rata to the respective number of Registrable Shares required by the Holders to be included in the Company’s registration); provided, however, that in any event all Registrable Shares must be included in such registration must sell their Registrable Securities prior to any other shares of the Company (with the exception of shares to be issued by the Company to the underwriters selected as provided public); provided, further, that after the IPO, the number of Registrable Shares shall in no event be less than [ %] of the securities registered in such offering. 12 Typically, Founders are not granted registration rights, but in some instances it may be appropriate to grant them incidental registration rights under Section 5.04(f) on the same terms and conditions as apply 2.2 (which would generally be subordinate to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Investors' rights).

Incidental Registration. (a) If, at any time after the First Public Offering, If the Company proposes to register any Company Securities of its Common Stock or Warrants, or if Doanx xxxposes to register any of its Preferred Stock, under the Securities Act (other than a registration (x) on Form S-8 or S-4, S-4 or any successor or similar forms, (y) relating to Ordinary Shares securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company Issuer or (z) in connection with a direct or indirect merger, acquisition by the Company of another Personor other similar transaction), whether or not for sale for its own account, it will each at such time, subject to the provisions of Section 5.02(b)5.2(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 Shareholder, which notice shall set forth such Shareholder’s Shareholders' rights under this Section 5.02 5.2 and shall offer such Shareholder all Shareholders the opportunity to include in such registration statement the such number of Registrable Securities of the same class or series type as those proposed to be registered by the Issuer as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b"INCIDENTAL REGISTRATION"). Upon the written request of any such Shareholder made within 15 10 days after the receipt of notice from the Company Issuer (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company Issuer will use its all reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that of the Company same type as those proposed to be registered by the Issuer which the Issuer has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, ; provided that (i) if such registration involves an underwritten Underwritten Public Offering, all such Shareholders requesting to be included in the Company’s Issuer's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f5.4(f) on the same terms and conditions as apply to the Company Issuer or the Requesting Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities stock pursuant to this Section 5.02(a5.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company Issuer shall determine for any reason not to register such securitiesstock, the Company Issuer shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 5.2 shall relieve the Company Issuer of its obligations to effect a Demand Registration to the extent required by Section 5.015.1 hereof. The Company shall Issuer will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.025.2.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register (other than pursuant to Section 5.01) any of its authorized but unissued shares of Company Securities Common Stock or any other shares of Company Common Stock under the Securities Act (on a form other than Form X-0, Xxxx X-0 or pursuant to any dividend reinvestment plan and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it shall, on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise each such occasion (including the occasion of employee stock options or the registration effected in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b1998 Offering), give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number all holders of Registrable Securities of its intention to do so, describing such securities and specifying the same class form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or series as those proposed not such registration will be in connection with an underwritten offering of Company Common Stock and, if so, the identity of the managing underwriter and whether such offering will be pursuant to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(ba "best efforts" or "firm commitment" underwriting). Upon the written request of any such Shareholder made holder of Registrable Securities delivered to the Company within 15 days after the receipt of such notice from the Company shall have been given to such holder (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderholder and the intended method of disposition thereof), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act Act, as expeditiously as is reasonable, of all Registrable Securities that the Company has been so requested to register by all such Shareholdersthe holders of Registrable Securities, to the extent requisite required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, provided that (i) if such registration involves an underwritten Public Offeringhowever, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02.that:

Incidental Registration. (a) If, If Company at any time after the First Public Offering, the Company proposes to register file on its behalf and/or on behalf of any Company Securities of its security holders (the "demanding security holders") a Registration Statement under the Securities Act on any form (other than a registration Registration Statement on Form S-4 or S-8 or S-4, or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or similar forms, relating to Ordinary Shares issuable upon exercise employees of employee stock options or in connection with Company pursuant to any employee benefit or similar plan plan, respectively) for the general registration of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own accountsecurities, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to all Holders at least 15 days before the anticipated initial filing date with the Commission of the registration statement relating to such registration to each ShareholderRegistration Statement, which notice shall set forth such Shareholder’s rights under this Section 5.02 and the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer such Shareholder the opportunity to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration statement is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”)for which registration is so requested, subject to the provisions of Section 5.02(b). Upon the written request of next sentence, provided that Company may in its sole discretion determine to abandon any such Shareholder made within 15 days after registration. If the receipt managing underwriter of notice from the a proposed public offering shall advise Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)in writing that, in its opinion, the Company will 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 all such Shareholders, to the extent requisite to permit the disposition distribution of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting requested to be included in the Company’s registration must sell their Registrable Securities concurrently with the securities being registered by Company or such demanding security holder would materially and adversely affect the distribution of such securities by Company or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to the underwriters selected distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder5, as applicable, and (ii) if, at any time after giving written notice all expenses of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the such registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required borne by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Company.

Incidental Registration. (a) If, at At any time after the First Public Offering, the Company proposes or is required to register any Company Securities shares of Common Stock under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct business acquisition or indirect acquisition by the Company of another Personcombination or an employee benefit plan), whether in connection with a primary or not for sale for its own accountsecondary offering, it will each such time, subject to the provisions of Section 5.02(b), Company shall give prompt written notice to each holder of Registrable Securities at least 20 days prior to the anticipated initial filing date of such Registration Statement with the SEC of the registration statement relating Company’s intent to file such registration to each Shareholder, which notice shall set forth Registration Statement and of such Shareholderholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). 5B. Upon the written request of any such Shareholder holder of Registrable Securities made within 15 10 days after the receipt of any such notice from the Company is given (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderholder), the Company will shall use its reasonable best efforts to effect the registration (an “Incidental Registration”) under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such Shareholdersthe holders thereof; provided, to the extent requisite to permit the disposition of the Registrable Securities so to be registeredhowever, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationIncidental Registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5B in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith), and (ii) in the case of a determination to delay registration. No registration effected , the Company shall be permitted to delay registering any Registrable Securities under this Section 5.02 shall relieve 5B during the Company of its obligations to effect a Demand Registration to period that the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02such other securities is delayed.

Incidental Registration. (a) If, at any time after the First Public Offering, If the Company proposes to register any Company Securities of its securities under the Securities Act (other than a registration statement on Form S-8 S-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another PersonS-8), whether or not for sale for its own accountaccount (and including any registration pursuant to a request or demand right of any other Person), it then the Company will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice thereof to the Shareholders of their rights under this Section 2.1, at least 15 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which statement. Such notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the Shareholders the opportunity to include in such registration statement the such number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)request. Upon the written request of any such Shareholder made within 15 days Business Days after the receipt of any such notice from the Company (Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)Shareholder in such offering, the Company will use its reasonable best efforts to effect the registration under the Securities Act Act, as expeditiously as is possible, of all the Registrable Securities that which the Company has been so requested to register by all such the Shareholders, subject to Section 2.1(b); provided, that until the extent requisite to permit the disposition six-month anniversary of the Initial Public Offering (or such shorter period as the underwriters for such Initial Public Offering shall require of either the Blackstone Entities or BACI), BACI shall not be permitted to include any Registrable Securities so to be registered, provided that (i) if in such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in unless any of the Company’s registration must sell their Blackstone Entities include any Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholdersuch registration; provided, as applicablefurther, and (ii) that if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company or any other holder of securities that initiated such registration (an “Initiating Holder”) shall determine for any reason not to register such securitiesproceed with the proposed registration, the Company shall may at its election (or the election of such Initiating Holder(s) as applicable) give written notice of such determination to all such the Shareholders and, thereupon, and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve (but not from its obligation to pay the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 5.02therewith).

Incidental Registration. (a) IfSubject to Section 10, if at ----------------------- any time after the First Public Offering, the Company proposes to register any Company Securities Corporation determines that it shall file a registration statement under the Securities Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with ) on any employee benefit or similar plan form that also would permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Securities and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the Company general registration of another Person)its Common Stock to be sold for cash, whether or not for sale for its own account, it will the Corporation shall each such time, subject to the provisions of Section 5.02(b), time promptly give prompt each Holder written notice prior of such determination setting forth the date on which the Corporation proposes to file such registration statement, which date shall be no earlier than thirty days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Securities included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Corporation no later than fifteen days after the receipt date of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)Corporation's notice, the Company will Corporation shall use its reasonable best efforts to effect the registration cause to be registered under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities that each such Holder has so requested to be registered, ; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its -------- intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company Corporation shall determine for any reason not to register such securitiesproceed with the proposed registration of the securities to be sold by it, the Company shall Corporation may, at its election, give written notice of such determination to all such Shareholders each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the registration expenses in connection therewith), without prejudice, however, to the rights of any Holder to request such registration to be effected as a registration under Section 4. No If, in the written opinion of the managing underwriter (or, in the case of a non- underwritten offering, in the written opinion of the Corporation), the total amount of such securities to be so registered, including such Registrable Securities, will exceed the maximum amount of the Corporation's securities that can be marketed at a price reasonably related to the then current market value of such securities, then the Corporation shall include in such registration effected under this (i) first, all the securities the Corporation proposes to sell for its own account or is required to register on behalf of any third party exercising rights similar to those granted in Section 5.02 shall relieve 4(a) and without having the Company of its obligations adverse effect referred to effect a Demand Registration above, and (ii) second, to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration that the number of Registrable Securities requested securities which the Corporation proposes to sell for its own account pursuant to this Section 5.025 or is required to register on behalf of any third party exercising rights similar to those granted in Section 4(a) is less than the number of equity securities which the Corporation has been advised can be sold in such offering without having the adverse effect referred to above, all Registrable Securities requested to be included in such registration by the Holders pursuant to this Section 5 and all shares of Common Stock requested to be included by third parties exercising the rights similar to those granted in this Section 5; provided that if the number of Registrable Securities and other shares of Common -------- Stock requested to be included in such registration by the Holders pursuant to this Section 5 and third parties exercising rights similar to those granted in this Section 5, together with the number of securities to be included in such registration pursuant to clause (i) of this Section 5, exceeds the number which the Corporation has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Registerable Securities requested to be included in such registration by the Holders pursuant to this Section 5 shall be limited to such extent and shall be allocated pro rata among all such requesting Holders and third parties exercising rights similar to those granted in this Section 5 on the basis of the relative number of Registrable Securities each such Holder has requested to be included in such registration and the number of shares of Common Stock requested to be included in such registration by such third parties.

Incidental Registration. (a) If, at any time after prior to the First Public Offeringeffectiveness of the Shelf Registration Statement, the Company Parent proposes to register any Company Securities of its securities under the Securities Act (other than by (i) the Registration Statement (as defined in the Merger Agreement) or the Exchange Offer Registration Statement (as defined in the Merger Agreement) or (ii) by a registration in connection with an acquisition in a manner which would not permit registration of Registrable Securities for sale to the public, on Form S-8 or S-4S-8, or any successor or similar formsform thereto, relating to Ordinary Shares issuable upon exercise of employee a stock options or in connection with any employee benefit option plan, stock purchase plan, managing directors' plan, savings or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Personand other than pursuant to Section 2A), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date all Holders of the registration statement relating its intention to do so and of such registration to each Shareholder, which notice shall set forth such Shareholder’s Holders' rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). 2B. Upon the written request of any such Shareholder Holder made within 15 30 days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such ShareholderHolder and the intended method of disposition thereof), the Company will Parent will, subject to the terms of this Agreement, use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company Parent has been so requested to register by all such Shareholdersthe Holders thereof, to the extent requisite required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Parent proposes to register; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company Parent shall determine for any reason either not to register or to delay registration of such securities, the Company Parent shall give written notice of such determination to all such Shareholders each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay any expenses incurred in connection with such registration as provided in Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 5.02 2B shall relieve the Company Parent of its obligations obligation to effect a Demand Registration any registration under Section 2A, nor shall any such registration hereunder be deemed to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested have been effected pursuant to this Section 5.02.2A.

Incidental Registration. (a) If, at any time after the First Public Offeringan IPO, the Company proposes to register any Company Securities of its Common Stock under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct public offering of such securities solely for cash (other than by a registration in connection with an acquisition or indirect acquisition by the Company in a manner which would not permit registration of another PersonRestricted Securities), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date all holders of the registration statement relating to Restricted Securities of such registration to each Shareholder, which notice shall set forth such Shareholder’s holders' rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)3.1. Upon the written request of any such Shareholder made holder received by the Company within 15 days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Restricted Securities intended to be disposed of by such Shareholderholder and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Restricted Securities that which the Company has been so requested to register by all such Shareholdersthe holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Restricted Securities so to be so registered, provided that (i) if by inclusion of such registration involves an underwritten Public Offering, all such Shareholders requesting to be included Restricted Securities in the Company’s registration must sell their Registrable Securities to statement which covers the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to securities which the Company or the Requesting Shareholderproposes to register, as applicablePROVIDED that, and (ii) if, if at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders andeach holder of Restricted Securities, thereuponand thereupon the Company (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Restricted Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses therewith) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering Restricted Securities, for the same period as the delay in registering such other securities. No Notwithstanding the foregoing, during the first two years following an IPO (or, in the case of a Qualified Stockholder, at any time if the circumstances of the proposed registration effected or the sale of securities contemplated thereby gives rise to a Special Distribution Event under a Deferred Compensation Agreement to which such Qualified Stockholder is a party), Restricted Securities held by an Employee Stockholder shall not be eligible for incidental registration rights hereunder and shall not be includible in any such registration statement unless Voteco, Colony or their respective Affiliates are also including Restricted Securities in such registration statement. In the event that during the first two years following an IPO, Voteco, Colony or their respective Affiliates are including Restricted Securities in a registration statement to which incidental registration rights under this Section 5.02 3.1 otherwise apply, then each Employee Stockholder shall relieve be entitled to incidental registration rights hereunder only with respect to that number of Restricted Securities bearing the Company same proportion to all of its obligations his Restricted Securities as the Restricted Securities to effect a Demand Registration be registered by Voteco, Colony and their respective Affiliates bears to all Restricted Securities owned by Voteco, Colony and their respective Affiliates in the extent required by Section 5.01aggregate. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Restricted Securities requested pursuant to this Section 5.023.1.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register any Company Securities of its equity securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, Registration (i) relating to Ordinary Shares shares of Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or Company, (ii) in connection with a direct or indirect an acquisition by the Company of another Person)company, whether or not (iii) pursuant to Section 10.01) in a manner which would permit Registration of Registrable Securities for sale for its own accountto the public under the Securities Act, it will shall each such time, subject to the provisions of Section 5.02(b10.02(b), give prompt written notice to all Holders of record of Registrable Securities of its intention to do so and of such Holders' rights under this Section 10.02, at least 20 days prior to the anticipated filing date of the registration statement Registration Statement relating to such registration to each Shareholder, which Registration. Such notice shall set forth offer all such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder Holders the opportunity to include in such registration statement the Registration Statement such number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder Holder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)request. Upon the written request of any such Shareholder Holder made within 15 10 days after the receipt of the Company's notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such ShareholderHolder and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect the registration Registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such Shareholdersthe Holders thereof; provided, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (ix) if such registration Registration involves an underwritten Public Offeringunder- written offering, all such Shareholders Holders of Registrable Securities requesting to be included in the Company’s registration 's Registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) by the Company on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, Company; and (iiy) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a10.02(a) and prior to the effective date Effective Date of the registration statement Registration Statement filed in connection with such registrationRegistration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, Holders of Registrable Securities and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such registrationRegistration (without prejudice, however, to rights of the Holders of Registrable Securities under Section 10.01). If a Registration pursuant to this Section 10.02(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such Registration may elect, in writing prior to the Effective Date of the Registration Statement filed in connection with such Registration, not to register such Registrable Securities in connection with such Registration. No registration Registration effected under this Section 5.02 10.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Registrations upon request under Section 5.0110.01 or Section 10.03. The Company shall pay all Registration Expenses in connection with each registration Registration of Registrable Securities requested pursuant to this Section 5.0210.02. However, each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 10.02.

Incidental Registration. (a) If, If the Corporation at any time after the First Public Offering, the Company proposes for any reason to register any Company Securities of its securities under the Securities Act (other than a registration on Form Forms S-4 or S-8 or S-4any similar or successor form), other than pursuant to Section 5 hereof (or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan Section 5 of the Company or in connection with a direct or indirect acquisition by the Company of another PersonSeries C Registration Rights Agreement), whether or not for sale for its own account, it will shall each such time, subject to the provisions of Section 5.02(b), time promptly give prompt written notice prior to the anticipated filing date all holders of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable outstanding Restricted Securities of the same class or series as those proposed its intention so to be registered as each such Shareholder may request (an “Incidental Registration”)do, subject to the provisions of Section 5.02(b). Upon and, upon the written request request, given within 30 days after receipt of any such Shareholder made within 15 days after notice, of any holder or holders of the receipt of notice from the Company Restricted Securities then outstanding to register any Reserved Shares (which request shall specify the number of Registrable Securities Reserved Shares intended to be sold or disposed of by such Shareholderholders and shall state the intended method of disposition of such Reserved Shares by the prospective seller), the Company will Corporation shall use its reasonable best efforts to effect the registration 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 Registrable Securities that the Company has been so requested to register by all such Shareholders, 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 Registrable Securities Reserved Shares so to be registered. In the event that the proposed registration by the Corporation is, provided that (i) if such registration involves in whole or in part, an underwritten Public Offeringpublic offering of securities of the Corporation, all any request pursuant to this Section 6 (or Section 6 of the Series C Registration Rights Agreement, as the case may be) to register Reserved Shares shall specify that such Shareholders requesting shares are to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(funderwriting (a) on the same terms and conditions as apply the shares of Common 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 event that no other 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 shares requested to be included in such registration would interfere with the successful marketing (including pricing) of such securities, then the number of Other Shares, shares of Series A Common Stock and such Reserved Shares to be included in the underwritten public offering shall be reduced, first among the holders of Other Shares on a pro rata basis, second among the holders of the Series A Common Stock on a pro rata basis, and third among the holders of the Reserved Shares on a pro rata basis; PROVIDED, HOWEVER, that in no event shall the amount of Reserved Shares included in the offering be reduced below 25% of the total amount of the securities included in such offering (unless such offering is the initial public offering of the Company's securities in which case the Reserved Shares may be reduced to zero); and PROVIDED, FURTHER, 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 Corporation's initial public offering (either because such shares were not requested by the holders thereof to be included therein or which were excluded pursuant to the Company immediately preceding sentence or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationa registration pursuant to Section 5 hereof (or Section 5 of the Series C Registration Rights Agreement, as the Company case may be) shall determine be withheld from the market by the holder thereof for any reason a period, not to register such securitiesexceed 180 days, which the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities managing underwriter reasonably determines as necessary in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations order to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02initial public offering.

Incidental Registration. (a) If, at any time after the First Public Offering, If the Company proposes to register any Company Securities under the Securities Act (other than a registration on Form Forms S-8 or S-4, S-4 or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice at least 30 days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholderall Stockholders, which notice shall set forth such Shareholder’s Stockholder's rights under this Section 5.02 and shall offer such Shareholder Stockholders the opportunity to include in such registration statement the such number of Registrable Securities of the same class or series type as those are proposed to be registered as each such Shareholder Stockholder may request (an “"Incidental Registration”), subject to the provisions of Section 5.02(b"). Upon the written request of any such Shareholder Stockholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such ShareholderStockholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such ShareholdersStockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, ; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders Stockholders requesting to be included in the Company’s 's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities Company Securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01Section5.01. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company (other than ----------------------- pursuant to Section 5 or Section 6 hereof) proposes to register any Company Securities of its Common Stock under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating for sale to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person)public, whether or not for sale for its own accountaccount or for the account of other 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 will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior at such time to the anticipated filing date all holders of the registration statement relating outstanding Restricted Stock and Founders Stock of its intention to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do so. Upon the written request of any such Shareholder made holder, given within 15 20 days after the receipt of any such notice from by the Company Company, to register any of its Restricted Stock or Founders Stock, as the case may be (which request shall specify state the number intended method of Registrable Securities intended to be disposed of by such Shareholder)disposition thereof) , the Company will use its reasonable best efforts to effect cause the Restricted Stock or Founders Stock or both, as the case may be, as to which registration under the Securities Act of all Registrable Securities that the Company has shall have been so requested to register be included in the securities to be covered by the registration statement proposed to be filed by the Company, all such Shareholders, 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 Registrable Securities case may be, so registered. In the event that any registration pursuant to be registeredthis Section 7 shall be, provided 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 or Founders Stock, as the case may be, shall specify that either (i) if such registration involves an underwritten Public OfferingRestricted Stock or Founders Stock, all such Shareholders requesting as the case may be, is to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) underwriting on the same terms and conditions as apply the shares of Common Stock otherwise being sold through underwriters under 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 such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares 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 person other than the Company or other than a holder of Restricted Stock or Founders Stock, as the case may be. Notwithstanding anything to the contrary contained in this Section 7, in the event of a firm commitment underwritten initial public offering of Common Stock of the Company, reasonably expected by the underwriters thereof to result (i) in aggregate net proceeds to the Company of at least $15,000,000 and (ii) a price to the public of at least $7.50 per share (appropriately adjusted to reflect stock splits and dividends and stock combinations after the date hereof), and a holder of Restricted Stock or Founders Stock does not elect, or is not allowed (at the Requesting Shareholderdiscretion of the underwriters thereof), to sell his Restricted Stock or Founders Stock, as applicablethe case may be, to such underwriters of the Common Stock of the Company in connection with such offering, such holder shall refrain from selling such Restricted Stock or Founders Stock, as the case may be, so registered pursuant to this Section 7 during the period of distribution of the Common Stock of the company by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that (a) each person or group having ----------------- beneficial ownership of five percent (5%) or more of the Company's capital stock and each executive officer and director of the Company shall have executed a written "lock-up" agreement required by the managing underwriter of such public offering with the same "lock-up" restrictions as provided herein, and (ii) ifthat such holder shall, at in any time event, be entitled to sell his Restricted Stock or Founders Stock, as the case may be, commencing on the 180th day after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the such registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02statement.

Incidental Registration. (a) If, at any time after the First Public Offering, If the Company proposes to register any Company Securities of its securities under the Securities Act (other than a registration statement on Form S-8 S-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another PersonS-8), whether or not for sale for its own accountaccount (and including any registration pursuant to a request or demand right of any other Person), it then the Company will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice thereof to the Shareholders of their rights under this Section 2.1, at least 15 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which statement. Such notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the Shareholders the opportunity to include in such registration statement the such number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)request. Upon the written request of any such Shareholder made within 15 days Business Days after the receipt of any such notice from the Company (Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)Shareholder in such offering, the Company will use its reasonable best efforts to effect the registration under the Securities Act Act, as expeditiously as is possible, of all the Registrable Securities that which the Company has been so requested to register by all such the Shareholders, subject to Section 2.1(b); PROVIDED that until the extent requisite to permit the disposition six-month anniversary of the Initial Public Offering (or such shorter period as the underwriters for such Initial Public Offering shall require of either the Blackstone Entities or BACI), BACI shall not be permitted to include any Registrable Securities so to be registered, provided that (i) if in such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in unless any of the Company’s registration must sell their Blackstone Entities include any Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholdersuch registration; PROVIDED, as applicable, and (ii) FURTHER that if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company or any other holder of securities that initiated such registration (an "INITIATING HOLDER") shall determine for any reason not to register such securitiesproceed with the proposed registration, the Company shall may at its election (or the election of such Initiating Holder(s) as applicable) give written notice of such determination to all such the Shareholders and, thereupon, and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve (but not from its obligation to pay the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 5.02therewith).

Incidental Registration. (a) If, Right to Include Common Stock. If at any time or from time to ----------------------------- time following the date which is six months after the First Public OfferingCompany has registered its Common Stock pursuant to Section 12 of the Exchange Act, the Company at any time proposes to register any Company Securities of its Common Stock under the Securities Act (other than on a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another PersonSpecial Registration Statement), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date holders of the Registrable Securities of such proposed registration statement relating to and of such registration to each Shareholder, which notice shall set forth such Shareholder’s holders' rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)3. Upon the written request of any such Shareholder holders of Registrable Securities made within 15 fifteen (15) days after the receipt of the Company's notice from the Company (which request shall specify the number intended method of Registrable Securities intended to be disposed of by such Shareholderdisposition thereof), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such Shareholdersthe holders thereof (an "Incidental Registration"), to the extent requisite required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be so registered; provided, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any -------- time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesthe Company's Common Stock, the Company shall give written notice of such determination to all such Shareholders each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve (but not from its obligation to pay the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each therewith); (ii) if a registration of Registrable Securities requested pursuant to this Section 5.023 shall involve an underwritten public offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 30 days prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be so registered) the Registrable Securities which the Company has been requested to register and which have not been sold.

Incidental Registration. (a) If, The Company agrees that at any time after the First Public Offering, the Company it proposes to register any Company Securities of its securities under the Securities Act for its own account or the account of any other Person (other otherwise than a registration on Form S-8 or S-4, or any successor or similar forms, relating pursuant to Ordinary Shares issuable upon exercise of employee stock options Section 2.1(a) hereof or in connection with any employee benefit or similar plan registration statements pursuant to which shares of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject Company's Common Stock are registered following anti-dilution adjustments to the provisions Company's publicly traded warrants) on Form S-l or any other form of Section 5.02(b), give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class (other than Form S-4 or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). Upon the written request of Form S-8 or any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect successor forms) then available for the registration under the Securities Act of securities of the Company, it will give at least 30 days' advance written notice to all Holders of Registrable Securities that of its intention to do so and upon the written request of the Holder of any such Registrable Securities, given within 15 days after receipt of any such notice from the Company, the Company has been so requested will in each instance, subject to register by the next paragraph of this Section 2.2, use its best efforts to cause all such ShareholdersRegistrable Securities held by any such requesting Holder of Registrable Securities to be registered under the Securities Act and registered or qualified under any state securities laws, all to the extent requisite necessary to permit the sale or other disposition thereof in the manner stated in such request by the prospective seller of the Registrable Securities so registered. Any Holder requesting registration of its Registrable Securities shall in its request describe briefly the manner of any proposed transfer of its Registrable Securities. Nothing in this Section 2.2 shall be deemed to require the Company to proceed with any registration of its securities after giving the notice herein provided. Registration pursuant to this Section 2.2 shall be registeredin accordance with, provided that (iand subject to the provisions of, the "Registration Procedures" set forth in Section 2.1(b) if such registration involves hereof. If the managing underwriter engaged by the Company in connection with an underwritten Public Offering, public offering of the Company's securities proposed for registration under the Securities Act determines in good faith and for valid business reasons that registration of all such Shareholders requesting Registrable Securities requested to be included in such registration would have a material adverse effect on the marketability or the price of such offering, such managing underwriter shall give prompt written notice of such determination setting forth in reasonable detail the reasons for such determination. In such event, the Company’s registration must sell their , upon written notice to the Holders of such Registrable Securities, shall have the right to limit the number of Registrable Securities to be registered to the underwriters selected as provided largest number which would not result in Section 5.04(fsuch adverse effect on marketability or the price of such offering. Securities shall be included in such registration in the following priority: (i) first, securities to be included by Persons other than the Company exercising demand registration rights, if any, (ii) second, securities to be included by the Company and Registrable Securities pro rata on the same terms basis of the number of securities the Company and conditions as apply each Holder have requested to be included in such registration; and (iii) third, any securities of the Company requested to be included by Persons other than Persons exercising demand rights, the Company or Holders, pro rata in accordance with the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice number of its intention such securities each such holder has requested to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed be included in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No Notwithstanding the foregoing, in no event shall a limitation result in the registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration number of Registrable Securities requested pursuant to this Section 5.02be included in such registration that comprise less than 20% of the total number of securities included in such registration (or such lesser percentage as shall constitute 100% of the total number of Registrable Securities requested to be included in such registration), other than a limitation resulting from the priority of a Person exercising demand registration rights as provided in clause (i).

Incidental Registration. (ai) If, If at any time after the First Public Offeringdate hereof, the Company proposes to register any Company Securities of its Common Stock under the Securities Act (other than a (A) any registration on Form S-8 of public sales or S-4, or any successor or similar forms, relating distributions solely by and for the account of the Company of securities issued (x) pursuant to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan or any dividend reinvestment plan or (y) in any acquisition by the Company, or (B) pursuant to Sections 2(a) or (b) hereof), either in connection with a primary offering for cash for the account of the Company or in connection with a direct or indirect acquisition by secondary offering, the Company of another Person)will, whether or not for sale for its own account, each time it will each intends to effect such time, subject to the provisions of Section 5.02(b)a registration, give prompt written notice to all Holders of Registrable Securities at least 10 business days prior to the anticipated initial filing date of a Registration Statement with the SEC pertaining thereto, informing such Holders of its intent to file such Registration Statement and of the Holders' rights to request the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights of the Registrable Securities held by the Holders under this Section 5.02 and shall offer such Shareholder 2(c) (the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b"Company Notice"). Upon the written request of any such Shareholder Holder made within 15 5 --------------- business days after the receipt of notice from the any such Company Notice is given (which request shall specify the number of Registrable Securities intended to be disposed of by such ShareholderHolder and such Holder's Permitted Transferees and, unless the applicable registration is intended to effect a primary offering of Common Stock for cash for the account of the Company, the intended method of distribution thereof), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such Shareholders, Holders to the extent requisite required to permit the disposition (in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company's intended method of distribution) of the Registrable Securities so requested to be registered, provided that (i) including, if such registration involves an underwritten Public Offeringnecessary, all such Shareholders requesting to be included in by filing with the Company’s registration must sell their Registrable Securities SEC a post-effective amendment or a supplement to the underwriters selected as provided in Section 5.04(f) on Incidental Registration Statement or the same terms and conditions as apply related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Incidental Registration Statement or by the Requesting ShareholderSecurities Act, as applicableany state securities or blue sky laws, or any rules and (ii) regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each Holder of Registrable Securities and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), and (B) in the case of a determination to delay such registration. No registration effected under this Section 5.02 shall relieve , the Company of its obligations shall be permitted to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each delay registration of any Registrable Securities requested pursuant to this Section 5.02be included in such Incidental Registration Statement for the same period as the delay in registering such other securities.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register any Company Securities of its securities under the Securities Act (other than (x) by a registration on Form S-4 or S-8 or S-4, or any successor or similar forms, relating ) or (y) pursuant to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), Section 4.1) whether or not for sale for its own accountaccount or for the account of the holder or holders of any other shares of the Company’s common stock, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date Holder of the registration statement relating Registrable Securities of its intention to do so and of such registration to each Shareholder, which notice shall set forth such ShareholderHolder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)4.2. Upon the written request of any such Shareholder holder made within 15 twenty (20) days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderholder and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect the registration under the Securities Act of the resale of all Registrable Securities that which the Company has been so requested to register register, by all inclusion of such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so in the registration statement which covers the securities which the Company proposes to be registered, register; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder of Registrable Securities entitled to request that such registration be effected. No registration effected under this Section 5.02 4.2 shall relieve the Company of its obligations obligation to effect a Demand Registration any registration upon request under Section 4.1, nor shall any such registration hereunder be deemed to the extent required by have been effected pursuant to Section 5.014.1. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.024.2.

Incidental Registration. (a) If, Right to Include Registrable Securities. If the Company at any time after the First Public Offering, the Company proposes to register any Company Securities of its securities for the account of any other stockholder under the Securities Act (other than a by registration on Form S-8 S-1, S-2 or S-4, S-3 or any successor or similar forms, relating to Ordinary Shares issuable upon exercise form(s) (except rxxxxxxxxions on any such Form or similar form(s) solely for registration of employee stock options or securities in connection with any an employee benefit plan or similar dividend reinvestment plan or a merger or consolidation or incidental to an issuance of securities under Rule 144A under the Company or in connection with a direct or indirect acquisition by the Company of another PersonSecurities Act), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date Purchasers of its intention to do so and of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s Purchasers' rights under this Section 5.02 and shall offer such Shareholder 2.2. At any time or from time to time after the opportunity Purchasers are permitted to include in such registration statement the number of transfer Registrable Securities pursuant to Section 4.15 of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”)Purchase Agreement, subject to the provisions of Section 5.02(b). Upon upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company Purchasers (which request shall specify the maximum number of Registrable Securities intended to be disposed of by the Purchasers), made as promptly as practicable and in any event within 30 days after the receipt of any such Shareholdernotice (10 days if the Company states in such written notice or gives telephonic notice to the Purchasers, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such Shareholdersthe Purchasers; provided, to the extent requisite to permit the disposition of the Registrable Securities so to be registeredhowever, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination and its reasons therefor (which the Purchasers will hold in strict confidence in accordance with the Confidentiality Agreement) to all such Shareholders and, thereuponthe Purchasers and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Purchasers to request that such registration be effected as a registration under Section 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 5.02 2.2 shall relieve the Company of its obligations obligation to effect a Demand Registration to the extent required by any registration upon request under Section 5.012.1. The Company shall will pay all Registration Expenses in connection with each any registration of Registrable Securities requested pursuant to this Section 5.022.2.

Incidental Registration. (a) If, at any time after the First Public Offering, If the Company proposes to register any Company Securities under the Securities Act (other than a registration on Form Forms S-8 or S-4, S-4 or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice at least 30 days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholderall Stockholders, which notice shall set forth such Shareholder’s Stockholder's rights under this Section 5.02 and shall offer such Shareholder Stockholders the opportunity to include in such registration statement the such number of Registrable Securities of the same class or series type as those are proposed to be registered as each such Shareholder Stockholder may request (an “"Incidental Registration”), subject to the provisions of Section 5.02(b"). Upon the written request of any such Shareholder Stockholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such ShareholderStockholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such ShareholdersStockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, ; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders Stockholders requesting to be included in the Company’s 's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities Company Securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register (other than pursuant to Section 3.01) any Company Securities of its authorized but unissued shares of Common Stock under the Securities Act (other than on a form and in a manner that would permit registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not Registrable Securities for sale for its own accountto the public under the Securities Act, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date Xxxxxx Xxxxxxx Stockholders and their respective Permitted Transferees, if any, of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not such registration will be in connection with an underwritten offering of its Common Stock and, if so, the identity of the registration statement relating managing underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting if such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject disclosure is acceptable to the provisions of Section 5.02(bmanaging underwriter). Upon the written request of any such Shareholder made Xxxxxx Xxxxxxx Stockholder or Permitted Transferee delivered to the Company within 15 30 days after the receipt of such notice from the Company shall have been given to such holder (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderholder and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect the registration under the Securities Act Act, as expeditiously as is reasonable, of all Registrable Securities that the Company has been so requested to register by all such ShareholdersXxxxxx Xxxxxxx Stockholder or Permitted Transferee, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; PROVIDED, provided that (i) if such registration involves an underwritten Public OfferingHOWEVER, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02.that:

Incidental Registration. (a) If, at any 2.2.1. Each time after the First Public Offering, the Company proposes (or the Public Company) shall determine to register any Company Securities proceed with the actual preparation and filing of a Registration Statement under the Securities Act in connection with the proposed offer and sale for cash of any of its equity securities for its own account or the account of any of its security holders (other than pursuant to Section 2.1 or a registration on Form S-8 or S-4Form S-4 or their equivalents), or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company (or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), Public Company) shall give prompt written notice prior of its determination to all record Holders of Registrable Common not theretofore registered under the Securities Act and sold (a "PARTICIPATION NOTICE") at least twenty (20) days before the anticipated filing date of the registration statement relating to any such registration to each ShareholderRegistration Statement, which and such notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder to all Holders the opportunity to include have any or all of the Registrable Common held by such Holders included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request Registration Statement (an “Incidental Registration”), subject to the provisions of an underwriter's cutback contemplated by Section 5.02(b2.2.3). Upon the written request of a record Holder of any such Shareholder made Registrable Common given within 15 twenty (20) days after the receipt of notice from a Participation Notice, the Company (or the Public Company) will, except as herein provided, cause all such Registrable Common, the record Holders of which request shall specify the number of Registrable Securities intended have so requested registration thereof, to be disposed included in such Registration Statement on the same terms and conditions as the securities being registered by the Company, provided that the shares of by Series A Preferred Stock (or Public Company Preferred Stock) submitted for registration shall be converted into Common Stock (or Public Company Common Stock) in such Shareholder), Registration Statement or such Holder shall deliver a written commitment to the Company will use its reasonable best efforts (or the Public Company) to effect convert such Series A Preferred Stock (or Public Company Preferred Stock) into shares of Common Stock (or Public Company Common Stock) immediately prior to the registration under the Securities Act effective time of such Registration Statement, all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities so Common to be so registered. Any Holder's request for such inclusion may be withdrawn, provided in whole or in part, at any time prior to the effective date of such Registration Statement, so long as such withdrawal does not delay, hinder, or otherwise adversely affect the proposed offering. If any registration pursuant to this Section 2.2 shall be underwritten in whole or in part, the Company (or the Public Company) may require that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting the Registrable Common requested for inclusion pursuant to this Section 2.2 be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) underwriting on the same terms and conditions as apply to the Company or securities otherwise being sold through the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02underwriters.

Incidental Registration. (a) If, at any time after the First Public Offering, Right To Include Registrable Securities. If the Company proposes to register any Company Securities of its securities under the Securities Act (other than a by registration on Form S-8 Forms S-1, S-2 or S-4, S-3 or any successor or similar forms, relating to Ordinary Shares issuable upon exercise form(s) (except registrations on such Forms or similar form(s) solely for registration of employee stock options or securities in connection with any an employee benefit plan or similar dividend reinvestment plan or a merger or consolidation anx xxxxxxrations effected pursuant to Section 6.1 of the Company or in connection with a direct or indirect acquisition by Shareholder's Agreement dated as of November 12, 1996, as amended, between the Company and Rakepoll Finance unless the written consent of another PersonHolders (as defined in such Shareholder's Agreement) holding at least a majority of the Registrable Securities (as defined in such Shareholder's Agreement) included in such registration shall have been obtained to the inclusion of the Registrable Securities in such registration), whether or not for sale for its own account, it will each such timewill, subject to the provisions of Section 5.02(b)2.9 hereof, each such time give prompt written notice prior to the anticipated filing date all registered holders of the registration statement relating Registrable Securities of its intention to do so and of such registration to each Shareholder, which notice shall set forth such Shareholder’s holders' rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)2.2. Upon the written request of any such Shareholder holder (a "Requesting Holder") made as promptly as practicable and in any event within 15 30 days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such ShareholderRequesting Holder), the Company will will, subject to Section 2.9 hereof, use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting ShareholderHolders thereof; provided, as applicablehowever, and (ii) that if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders and, thereuponeach Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 5.02 2.2 shall relieve the Company of its obligations obligation to effect a Demand Registration to the extent required by any registration upon request under Section 5.012.1. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.022.2.

Incidental Registration. (a) If, at any time after the First Public Offering, Rights to Include Registrable Securities. If the Company proposes ---------------------------------------- to register (other than pursuant to Section 2 hereof) any Company Securities of its equity securities under the Securities Act (other than a registration on Form S-8 or S-4X-0, X-0 or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it at any time after an Initial Public Offering (other than (i) a registration relating to an Initial Public Offering, (ii) the registration of the Sprint warrants exclusively and (iii) the registration of the high yield warrants exclusively), then the Company will each such time, subject to the provisions of Section 5.02(b)3(b) hereof, give prompt written notice to the Holders of its intention to do so and of Holders' rights under this Section 3, at least 15 business days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which registration. Such notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the Holders the opportunity to include in such registration statement the such number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder Holder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)request. Upon the written request of any such Shareholder Holder made within 15 10 business days after the receipt of the Company's notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such ShareholderHolder), the Company will shall use its reasonable best efforts to effect the proposed registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such Shareholders, Holder to the extent requisite to permit the disposition of the Registrable Securities so to be registered, ; provided that (i) if such registration involves an underwritten Public Offeringoffering, all any such Shareholders requesting to be included in the Company’s registration Holder must sell their its Registrable Securities to the underwriters selected as provided in Section 5.04(f) by the Company on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, (except that indemnification obligations of any such Holder shall be limited to those obligations set forth in Section 6 hereof) and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all each such Shareholders Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration pursuant to this Section 3(a) involves an underwritten public offering, any such Holder may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. No registration effected under this Section 5.02 3 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by registrations upon request under Section 5.012 hereof. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.023.

Incidental Registration. (a) If, If Redhook at any time after the First Public Offering, the Company proposes to register file on its behalf and/or on behalf of any Company Securities of its security holders (the "demanding security holders") a Registration Statement under the Securities Act on any form (other than a registration Registration Statement on Form S-4 or S-8 or S-4, or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or similar forms, relating to Ordinary Shares issuable upon exercise employees of employee stock options or in connection with Redhook pursuant to any employee benefit or similar plan plan, respectively) for the general registration of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own accountsecurities, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to ABI at least 60 days before the anticipated initial filing date with the Commission of the registration statement relating to such registration to each ShareholderRegistration Statement, which notice shall set forth such Shareholder’s rights under this Section 5.02 and the intended method of disposition of the securities proposed to be registered by Redhook. The notice shall offer such Shareholder the opportunity to include in such registration statement filing the aggregate number of shares of Registrable Securities as ABI may request. If ABI desires to have Registrable Securities registered under this Section 3, it shall advise Redhook in writing within 20 Business Days after the date of receipt of such offer from Redhook, setting forth the same class or series as those proposed to be registered as each amount and type of such Shareholder may request (an “Incidental Registration”)Registrable Securities for which registration is requested. Redhook shall thereupon include in such filing the number and type of shares of Registrable Securities for which registration is so requested, subject to the remaining provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request this paragraph, and shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that such shares. If the Company has been so requested to register by all such Shareholderslead managing underwriter of a proposed public offering shall advise Redhook that, to in its opinion, the extent requisite to permit the disposition distribution of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting requested to be included in the Company’s registration must sell their Registrable Securities to concurrently with the underwriters selected as provided in Section 5.04(f) on securities being registered by Redhook or any demanding security holder would materially and adversely affect the same terms and conditions as apply to the Company distribution of such securities by such demanding security holder or Redhook or the Requesting Shareholder, proceeds to be received by such demanding security holder or Redhook as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date a result of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register distribution of such securities, then the Company shall give written notice securities to all such Shareholders and, thereupon, be sold by any demanding security holder not contractually entitled to include 3 <PAGE> securities in the offering shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve eliminated from the Company of its obligations to effect a Demand Registration offering to the extent required necessary to avoid such effect. If such reduction does not eliminate the effect, then ABI, Redhook and each demanding security holder contractually entitled to include securities in the offering shall each reduce the amount of securities intended to be distributed through such offering by Section 5.01such parties on a pro rata basis to the extent necessary to avoid such effect. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.024.

Incidental Registration. (a) If, If at any time after the First Public OfferingOctober 14, 2000, the Company proposes to register any Company Securities of its Common Stock under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct public offering of such securities solely for cash by registration on any form other than Form S-4 or indirect acquisition by S-8 or any form that does not include substantially the Company same information as would be required to be included in a registration statement covering the sale of another Person)such securities, whether or not for sale for its own account, it will shall each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date all registered Holders of the registration statement relating Registrable Securities of its intention to do so and of such registration to each Shareholder, which notice shall set forth such Shareholder’s Holders' rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)7.2. Upon the written request of any such Shareholder Holder (a "Requesting Holder") made as promptly as practicable and in any event within 15 10 days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such ShareholderRequesting Holder and the intended method of disposition), the Company will 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 all such Shareholders, the Requesting Holders thereof to the extent requisite required to permit the disposition of the such Registrable Securities so to be registeredin accordance with the intended methods thereof described as aforesaid; provided, provided however, that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities prior to the underwriters selected as provided effective date of the registration statement filed in Section 5.04(f) on the same terms and conditions as apply connection with such registration, immediately upon notification to the Company or from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting ShareholderHolder shall have indicated to be acceptable to such Requesting Holder, as applicablethe Company shall so advise such Requesting Holder of such price, and (ii) such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; provided further, that if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders and, thereuponeach Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from any obligation of the Company to pay the registration expenses in connection therewith), without prejudice, however, to the rights of any Holder or Holders of Registrable Securities under Section 7.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 5.02 7.2 shall relieve the Company of its obligations under Section 7.1. Notwithstanding the foregoing, if registration pursuant to Section 7.1 is effective at the time the Company proposes to effect a Demand Registration registration subject to this Section 7.2, the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration have no obligation to notify the Holders of Registrable Securities requested pursuant to or effect the registration of any such securities under this Section 5.027.2 unless the securities to be registered by the Company are to be disposed of in an underwritten offering.

Incidental Registration. (a) If, If at any time after the First Public Offeringissuance of this Warrant, the Company proposes to register any Company Securities of its Common Stock under the Securities Act (by registration on any form other than a registration on Form S-8 S-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person)S-8, whether or not for sale for its own account, it will shall each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date Warrant Holder of its intention to do so and of the Warrant Holder’s registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b6(a). Upon the written request of the Warrant Holder, made as promptly as practicable and in any such Shareholder made event within 15 days ten (10) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderthe Warrant Holder and the intended method of disposition), the Company will shall use its reasonable best efforts to effect effect, in such registration statement (the "Registration Statement"), the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, the Warrant Holder to the extent requisite required to permit the disposition of the such Registrable Securities so to be registeredin accordance with the intended methods thereof described as aforesaid; provided, provided that (i) if such registration involves an underwritten Public Offeringhowever, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which the Warrant Holder shall have indicated to be acceptable to him, her or it, the Requesting Shareholder, as applicableCompany shall so advise the Warrant Holder of such price, and (ii) the Warrant Holder shall then have the right to withdraw his, her or its request to have his, her or its Registrable Securities included in such Registration Statement; provided, further, that if, at any time after giving written notice of his, her or its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall may, at its election, (a) give written notice of such determination not to all such Shareholders andregister, thereupon, shall and thereby be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from any obligation of the Company to pay the registration expenses in connection therewith), and (b) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected If the managing underwriter of any underwritten offering under this Section 5.02 6(a) shall relieve inform the Company of by letter that, in its obligations to effect a Demand Registration to opinion, the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration number or type of Registrable Securities requested to be included in such registration would adversely affect such offering, and the Company has so advised the Warrant Holder in writing, then the Company will include in such registration, to the extent of the number and type that the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account, and second, such Registrable Securities requested to be included in such registration pursuant to this Section 5.02Warrant and all other securities proposed to be registered, pro rata based on the number of securities proposed to be registered.

Incidental Registration. (a) If, 7.2.1 If at any time after following the First Public Offeringsecond anniversary of the issuance of this Option, the Company Newco proposes to register any Company Securities of its Common Stock under the Securities Act (by registration on any form other than a registration on Form S-4 or S-8 or S-4, or any similar successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person)form, whether or not for sale for its own account, it will the Company shall cause Newco, at each such time, subject time to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date all registered Holders of the registration statement relating Registrable Securities of its intention to do so and of such registration to each Shareholder, which notice shall set forth such Shareholder’s Holders' rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)7.2. Upon the written request of any such Shareholder Holder (a "Requesting Holder") made as promptly as practicable and in any event within 15 10 days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such ShareholderRequesting Holder and the intended method of disposition), the Company will shall cause Newco to 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 all such Shareholders, the Requesting Holders thereof to the extent requisite required to permit the disposition of the such Registrable Securities so in accordance with the intended methods thereof described as aforesaid; provided, however, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to Newco from the managing underwriter of the price at which such securities are to be registeredsold, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, and if such price is below the range of prices indicated on the cover of the most recent preliminary prospectus relating to such registration, the Company shall cause Newco to so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in the Company’s such registration must sell their Registrable Securities to the underwriters selected as statement without penalty; provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholderfurther, as applicable, and (ii) that if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company Newco shall determine for any reason not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders and, thereuponeach Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to cause Newco to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve (but not from any obligation of the Company of its obligations to effect a Demand Registration cause Newco to pay the extent required by Section 5.01. The Company shall pay all Registration Expenses registration expenses in connection with each registration therewith), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities requested pursuant to this Section 5.02Securities, for the same period as the delay in registering such other securities.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register any Company Securities of its securities under the Securities Act (other than (x) by a registration on Form S-4 or S-8 or S-4, or any successor or similar forms, relating forms or (y) pursuant to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), Section 3.1) whether or not for sale for its own accountaccount or for the account of the holder or holders of any Other Shares, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date all Warrant Securityholders of the registration statement relating its intention to do so and of such registration to each Shareholder, which notice shall set forth such Shareholder’s holders' rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)3.2. Upon the written request of any such Shareholder holder made within 15 20 days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderholder and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such Shareholdersthe holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Warrant Securityholder or Warrant Securityholders entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 5.02 3.2 shall relieve the Company of its obligations obligation to effect a Demand Registration any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to the extent required by have been effected pursuant to Section 5.013.1. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.023.2.

Incidental Registration. (a) If, Right to Include Registrable Common Stock ----------------------------------------- If the Company at any time after prior to the First Public Offering, expiration of the Company Holders' right to request the registration of Registrable Common Stock pursuant to Section 2.2(a) hereof proposes to register any Company Securities of its securities under the Securities Act (other than a by registration on Form S-8 X-0, X-0 or S-4, S-3 or any successor or similar forms, relating to Ordinary Shares issuable upon exercise form(s) (except registrations on such Form or similar form(s) solely for registration of employee stock options or securities in connection with any an employee benefit stock option, stock purchase, stock bonus or similar plan plan, pursuant to a dividend reinvestment plan, pursuant to a merger, exchange, offer or transaction of the Company type specified in Rule 145(a) under the Securities Act or in connection with pursuant to a direct or indirect acquisition by the Company of another Person"shelf" registration), whether or not for sale for its own account, it will each such timetime give prompt written notice to the Holders of its intention to do so and of the Holders' rights under this Section 2.3 and the Holders shall be entitled to include, subject to the provisions of Section 5.02(b)this Agreement, give prompt written notice prior Registrable Common Stock on the same terms and conditions (if any) as apply to the anticipated filing date other comparable securities of the registration statement relating to Company sold in connection with such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any Holder (a "Requesting Holder"), specifying the maximum number of shares of Registrable Common Stock intended to be disposed of by such Shareholder Requesting Holder, made as promptly as practicable and in any event within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by any such Shareholder)notice, the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that Common Stock which the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting ShareholderHolders; provided, as applicablehowever, and (ii) that if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination and its reasons therefor to all such Shareholders and, thereuponthe Holders and (i) in the case of a determination not to register, shall be relieved of its obligation under this Section 2.3 to register any Registrable Securities Common Stock in connection with such registrationregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Holders to request that such registration be effected as a registration under Section 2.2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Common Stock, for the same period as the delay in registering such other securities. No registration effected under this Section 5.02 2.3 shall relieve the Company of its obligations obligation to effect a Demand Registration to the extent required by any registration upon request under Section 5.012.2. The Company shall will pay all Registration Expenses in connection with each any registration of Registrable Securities Common Stock requested pursuant to this Section 5.022.3.

Incidental Registration. (a) If, If the Company at any time after or from time to time during the First Public Offering, the Company term of this Warrant proposes to register any Company Securities of its securities under the Securities Act (other than in a registration on Form S-4 or S-8 or S-4, or any successor form to such forms and other than pursuant to Section 15(a)) whether or similar forms, relating not pursuant to Ordinary Shares issuable upon exercise registration rights granted to other holders of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), its securities and whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give Company shall deliver prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, (which notice shall set forth be given at least 30 days prior to such Shareholder’s rights under this Section 5.02 proposed registration) to the Holder of its intention to undertake such registration, describing in reasonable detail the proposed registration and shall offer such Shareholder distribution (including the opportunity to include in such registration statement anticipated range of the proposed offering price, the class and number of Registrable Securities of the same class or series as those securities proposed to be registered and the distribution arrangements) and of the Holders' right to participate in such registration under this Section 15(b) as each such Shareholder may request (an “Incidental Registration”hereinafter provided. Subject to the other provisions of this paragraph 15(b), subject to the provisions of Section 5.02(b). Upon upon the written request of any such Shareholder the Holder made within 15 20 days after the receipt of such written notice from the Company (which request shall specify the number amount of Registrable Securities intended securities to be disposed registered and the intended method of by such Shareholderdisposition thereof), the Company will use its reasonable best efforts to shall effect the registration under the Securities Act of all Registrable Securities that Warrant Shares requested by the Company has been Holder to be so requested to register by all such Shareholdersregistered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities Warrant Shares so to be registered, provided that (i) if by inclusion of such registration involves an underwritten Public Offering, all such Shareholders requesting to be included Warrant Shares in the Company’s Registration Statement which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective (except in the case of a shelf registration must sell their Registrable Securities statement) for the earlier of (A) nine (9) months and (B) the date all Warrant Shares covered by such Registration Statement are sold, but in any event at least 90 days. The Holder may, at any time prior to the underwriters selected as provided in Section 5.04(f) on effective date of the same terms Incidental Registration Statement (and conditions as apply for any reason), revoke such request by delivering written notice to the Company or the Requesting Shareholder, as applicable, and (ii) if, revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders the Holder and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities Warrant Shares in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of the Holder to cause such registration to be effected as a registration under Section 15(a), and (B) in the case of a determination to delay such registration, the Company shall be permitted to delay the registration of the Warrant Shares for the same period as the delay in registering such other securities; provided, however, that if such delay shall extend beyond 120 days from the date the Company received a request to include Warrant Shares in such Incidental Registration, then the Company shall again give the Holder the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. No registration effected under There is no limitation on the number of such Incidental Registrations pursuant to this Section 5.02 shall relieve 15(b) which the Company is obligated to effect. In connection with any offering involving an underwriting of shares of the Company's capital stock pursuant to this Section 15(b), the Company shall not be required to include any of the Warrant Shares securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its obligations underwriters, and then only in such quantity as the underwriters determine in their reasonable discretion will not jeopardize the success of the offering by the Company. If the total number of securities, including Warrant Shares, requested by stockholders to effect a Demand Registration be included in such offering exceeds the amount of securities to be sold other than by the extent Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required by Section 5.01to include in the offering only that number of such securities, including Warrant Shares, which the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. The Company shall pay all Registration Expenses include in connection with each such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Warrant Shares requested to be included in such registration by the Holder, and (C) third, other securities of Registrable Securities the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated by a Person other than the Company, (A) first, the securities requested to be included in such registration by the Persons initiating such registration, (B) second, the Warrant Shares requested to be included in such registration by the Holder; (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person The registration rights granted pursuant to the provisions of this Section 5.0215(b) shall be in addition to the registration rights granted pursuant to the other provisions of Section 15(a) hereof.

Incidental Registration. (a) If, If the Company at any ----------------------- time after the First Public Offering, the Company proposes to register any Company Securities of its Common Stock under the Securities Act (other than by a registration on Form S-4 or S-8 or S-4, or any successor or similar forms, relating forms and other than pursuant to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another PersonSection 4.1), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date Stockholders of the registration statement relating its intention to do so and of such registration to each Shareholder, which notice shall set forth such Shareholder’s holders' rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)4.2. Upon the written request of any such Shareholder holder made within 15 20 days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities Common Stock or Convertible Preferred Stock intended to be disposed of by such Shareholderholder and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that Common Stock and Convertible Preferred Stock which the Company has been so requested to register by all such Shareholdersthe holders thereof, to the extent requisite required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities Common Stock and Convertible Preferred Stock so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written -------- notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each Stockholder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities Common Stock and Convertible Preferred Stock in connection with such registration. No registration effected under this Section 5.02 (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay registering, shall relieve be permitted to delay registering any Common Stock and Convertible Preferred Stock, for the Company of its obligations to effect a Demand Registration to same period as the extent required by Section 5.01delay in registering such other securities. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested Common Stock and Convertible Preferred Stock pursuant to this Section 5.024.2.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register any Company Securities of its securities under the Securities Act (other than (x) by a registration on Form S-4 or S-8 or S-4, or any successor or similar forms, relating ) or (y) pursuant to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), Section 4.1 above) whether or not for sale for its own accountaccount or for the account of the holder or holders of any other shares of the Company’s Common Stock, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date all holders of the registration statement relating Registrable Securities of its intention to do so and of such registration to each Shareholder, which notice shall set forth such Shareholder’s holders’ rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). 4.2 Upon the written request of any such Shareholder holder made within 15 twenty (20) days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderholder and the intended method of disposition thereof), the Company will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register register, by all inclusion of such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so in the registration statement which covers the securities which the Company proposes to be registered, register; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder of Registrable Securities entitled to request that such registration be effected as a registration under Section 4.1 above, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected affected under this Section 5.02 4.2 shall relieve the Company of its obligations obligation to effect a Demand Registration any registration upon request under Section 4.1 above, nor shall any such registration hereunder be deemed to the extent required by have been effected pursuant to Section 5.014.1 above. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.024.2.

Incidental Registration. (a) If, If at any time after the First Public Offering, the Company proposes to register any Company Securities Purchaser determines that it shall file a Registration Statement under the Securities Act (other than a Registration Statement on a Form S-4 or S-8) on any form that also would permit the registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan for resale of the Company or in connection with a direct or indirect acquisition by Securities and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the Company general registration of another Person)its Common Stock to be sold for cash, whether or not for sale for its own account, it will the Purchaser shall at each such time, subject to the provisions of Section 5.02(b), time promptly give prompt each Holder written notice prior of such determination setting forth the date on which the Purchaser proposes to file such Registration Statement, which date shall be no earlier than 30 days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Securities included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Purchaser no later than 20 days after the receipt date of notice from Purchaser’s notice, the Company (which request Purchaser shall specify the number of Registrable Securities intended use its commercially reasonable efforts to cause to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration registered under the Securities Act all of all Registrable the Securities that the Company each such Holder has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, ; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company Purchaser shall determine for any reason not to register such securitiesproceed with the proposed registration of the securities to be sold by it, the Company shall Purchaser may, at its election, give written notice of such determination to all such Shareholders each Holder of Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02.

Incidental Registration. (a) If, at any time after the First Public Offeringan IPO, the Company proposes to register any Company Securities of its Common Stock under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct public offering of such securities solely for cash (other than by a registration in connection with an acquisition or indirect acquisition by the Company in a manner which would not permit registration of another PersonRestricted Securities), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date all holders of the registration statement relating to Restricted Securities of such registration to each Shareholder, which notice shall set forth such Shareholder’s holders' rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)3.1. Upon the written request of any such Shareholder made holder received by the Company within 15 days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Restricted Securities intended to be disposed of by such Shareholderholder and the intended method of disposition thereof), the Company will will, subject to the terms of this Agreement, use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Restricted Securities that which the Company has been so requested to register by all such Shareholdersthe holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Restricted Securities so to be so registered, provided that (i) if by inclusion of such registration involves an underwritten Public Offering, all such Shareholders requesting to be included Restricted Securities in the Company’s registration must sell their Registrable Securities to statement which covers the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to securities which the Company or the Requesting Shareholderproposes to register, as applicableprovided that, and (ii) if, if at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders andeach holder of Restricted Securities, thereuponand thereupon the Company (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Restricted Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses therewith) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering Restricted Securities, for the same period as the delay in registering such other securities. No Notwithstanding the foregoing, during the first two years following an IPO, Restricted Securities held by Ribis or an Employee Stockholder shall not be eligible for incidental registration effected rights hereunder and shall not be includible in any such registration statement unless Voteco, Colony or their respective Affiliates are also including Restricted Securities in such registration statement. In the event that during the first two years following an IPO, Voteco, Colony IV or their respective Affiliates are including Restricted Securities in a registration statement to which incidental registration rights under this Section 5.02 3.1 otherwise apply, then Ribis and each Employee Stockholder shall relieve be entitled to incidental registration rights hereunder only with respect to that number of Restricted Securities bearing the Company same proportion to all of its obligations his Restricted Securities as the Restricted Securities to effect a Demand Registration be registered by Voteco, Colony IV and their respective Affiliates bears to all Restricted Securities owned by Voteco, Colony IV and their respective Affiliates in the extent required by Section 5.01aggregate. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Restricted Securities requested pursuant to this Section 5.023.1.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register any Company Securities of its securities under the Securities Act (other than (x) by a registration on Form S-4 or S-8 or S-4, or any successor or similar forms, relating ) or (y) pursuant to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another PersonSection 11(iv)(A), ) whether or not for sale for its own accountaccount or for the account of the holder or holders of any other shares of the Company’s common stock, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date Holder of the registration statement relating Registrable Securities of its intention to do so and of such registration to each Shareholder, which notice shall set forth such ShareholderHolder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b11(iv)(B). Upon the written request of any such Shareholder holder made within 15 twenty (20) days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderholder and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect the registration under the Securities Act of the resale of all Registrable Securities that which the Company has been so requested to register register, by all inclusion of such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so in the registration statement which covers the securities which the Company proposes to be registered, register; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder of Registrable Securities entitled to request that such registration be effected. No registration effected under this Section 5.02 11(iv)(B) shall relieve the Company of its obligations obligation to effect a Demand Registration any registration upon request under Section 11(iv)(A), nor shall any such registration hereunder be deemed to the extent required by have been effected pursuant to Section 5.0111(iv)(A). The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.0211(iv)(B). If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 11(iv)(B) and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in this Section 11(iv)(B), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration and all other holders of any securities to be included in such registration in respect of such underwritten offering, by letter of its belief that inclusion in such distribution of all or a specified number of the securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities and such other securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and holders of such other securities, reduce pro rata (if and to extent stated by such managing underwriter to be necessary to eliminate such effect) all securities that have been requested be included in such registration statement by the holder thereof so that the resultant aggregate number of such such securities so included in such registration, together with the number of securities to be included in the registration for the account of the Company, shall be equal to the number of securities in such managing underwriter’s letter.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register any Company Securities of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), ) whether or not for sale for its own accountaccount or for the account of the holder or holders of any Other Shares, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date all Warrant Securityholders of the registration statement relating its intention to do so and of such registration to each Shareholder, which notice shall set forth such Shareholder’s holders' rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). 3.1 Upon the written request of any such Shareholder holder made within 15 20 days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderholder (which in the case of an underwritten offering shall be not less than all of the Registrable Securities then held by such holder) and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such Shareholdersthe holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to delay registering, shall relieve be permitted to delay registering any Registrable Securities, for the Company of its obligations to effect a Demand Registration to same period as the extent required by Section 5.01delay in registering such other securities. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.023.1.

Incidental Registration. (a) IfRight to Include Registrable Securities. Subject to Section 3.9, if the Company at any time after the First Public Offering, the Company proposes to register any Company Securities of its securities under the Securities Act (by registration on any form other than a registration on Form Forms S-4 or S-8 or S-4, (or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will will, each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date all registered holders of the registration statement relating Registrable Securities of its intention to do so and of such registration to each Shareholder, which notice shall set forth such Shareholder’s holders' rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)3.2. Upon the written request of any such Shareholder holder (a "Requesting Holder") made as promptly as practicable and in any event within 15 twenty (20) days after the receipt of any such notice from (ten (10) days if the Company states in such written notice or gives telephonic notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)Requesting Holder, the Company will will, subject to Section 3.9, use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting ShareholderHolders thereof, as applicableprovided, and (ii) however, that if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, securities the Company shall may, at its election, give written notice of such determination to all such Shareholders and, thereuponeach Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such securities. No Other than as provided in Section 3.1, no registration effected under this Section 5.02 3.2 shall relieve the Company of its obligations obligation to effect a Demand Registration to the extent required by any registration upon request under Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.023.1.

Incidental Registration. (a) If, If the Company at any time within ten (10) years after the First Public Offering, the Company Company's first firm commitment underwritten public offering proposes to register any Company Securities of its securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating for sale to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person)public, whether or not for sale for its own accountaccount 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 each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior as promptly as reasonably practicable to the anticipated filing date all holders of the registration statement relating outstanding Restricted Stock of its intention so to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do. Upon the written request of any such Shareholder made holder, received by the Company within 15 30 days after the receipt of notice from the Company (which request shall specify the number any such notice, to register any of Registrable Securities intended to be disposed of by such Shareholder)its Restricted Stock, the Company will use its reasonable best efforts to effect cause the Restricted Stock as to which registration under the Securities Act of all Registrable Securities that the Company has shall have been so requested to register be included in the securities to be covered by the registration statement proposed to be filed by the Company, all such Shareholders, 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 that inclusion of all such Restricted Stock would adversely affect the marketing of the Registrable Securities so offering, the Company shall allocate the shares of Common Stock to be registered, provided that (i) if included in such registration involves an underwritten Public Offeringas follows: (A) first, to the person(s) who initiated such registration for all securities requested to be offered by such Shareholders person(s), (B) second, to the holders of Restricted Stock requesting, pursuant to this SECTION 5, that shares of Restricted Stock be included in the registration and to any other holders of "piggyback" registration rights requesting inclusion, pro rata on the basis of the number of shares of Restricted Stock and/or Common Stock requested to be included in the Company’s registration must sell their Registrable Securities registration, (C) third, to the underwriters selected as provided extent of any remaining shares to be included in Section 5.04(f) on the same terms and conditions as apply registration, to the Company or if the Requesting Shareholder, as applicableCompany did not initiate such registration for the sale of securities for its own account, and (iiD) iffourth, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date extend 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 registration statement filed number of shares of Common Stock requested to be included in connection with such the registration. Notwithstanding the foregoing provisions, the Company shall determine for may withdraw or cease proceeding with any reason not registration statement referred to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register in this SECTION 5 without thereby incurring any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration liability to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each holders of Restricted Stock; provided, however, without prejudice to the rights of any holder or holders of Restricted Stock entitled to do so to request that such registration of Registrable Securities requested pursuant to this Section 5.02be effected as a registration under SECTIONS 4(a) or 4(b), as the case may be.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register any Company Securities of its securities under the Securities Act (other than (x) by a registration on Form S-4 or S-8 or S-4, or any successor or similar forms, relating ) or (y) pursuant to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), Section 4.1 above) whether or not for sale for its own accountaccount or for the account of the holder or holders of any other shares of the Company’s Common Stock, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date all holders of the registration statement relating Registrable Securities of its intention to do so and of such registration to each Shareholder, which notice shall set forth such Shareholder’s holders’ rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)4.2. Upon the written request of any such Shareholder holder made within 15 twenty (20) days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderholder and the intended method of disposition thereof), the Company will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register register, by all inclusion of such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so in the registration statement which covers the securities which the Company proposes to be registered, register; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder of Registrable Securities entitled to request that such registration be effected as a registration under Section 4.1 above, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected affected under this Section 5.02 4.2 shall relieve the Company of its obligations obligation to effect a Demand Registration any registration upon request under Section 4.1 above, nor shall any such registration hereunder be deemed to the extent required by have been effected pursuant to Section 5.014.1 above. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.024.2.

Incidental Registration. (a) If, If at any time after the First subsequent to an Initial Public Offering, the Company Offering AmComp proposes to register any Company Securities of its securities under the Securities Act (other than by a registration on Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), ) whether or not for sale for its own accountaccount or for the account of the holder or holders of any Other Securities, it will each such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to the anticipated filing date all Warrant Securityholders of the registration statement relating its intention to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do so. Upon the written request of any such Shareholder holder made within 15 30 days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderholder and the intended method of disposition thereof), the Company AmComp will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company which AmComp has been so requested to register by all such Shareholdersthe holders thereof, to the extent requisite required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which AmComp proposes to register; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company AmComp shall determine for any reason either not to register or to delay registration of such securities, the Company shall AmComp may, at its election, give written notice of such determination to all such Shareholders each Warrant Securityholder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall AmComp will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.023.1.

Incidental Registration. (a) If, If at any time after during the First Public Offeringfive year period following the Closing Date, the Company proposes to register any Company Securities file a registration statement under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct Registration Statement on Form S-4 or indirect acquisition S-8, or any form that is substituting therefor or is a successor thereto) with respect to an offering of any class of security by the Company for its own account or for the account of another Personany of its security holders, then the Company shall give written notice of such proposed filing to the Investor as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall (i) offer the Investor the opportunity to register such number of Registrable Securities as it may request and (ii) describe such securities and specify the form and manner and other relevant facts involved in such proposed registration (including, without limitation, (x) whether or not for sale for its own accountsuch registration will be in connection with an Underwritten Offering and, it if so, the identity of the managing underwriter and whether such Underwritten Offering will each be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the like) at which the Registrable Securities are reasonably expected to be sold, if such time, subject disclosure is acceptable to the provisions of Section 5.02(bmanaging underwriter), give prompt written notice prior to . The Investor shall advise the anticipated filing Company in writing within 20 days after the date of receipt of such notice from the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement Company of the number of Registrable Securities of the same class or series as those proposed for which registration is requested. The Company shall include in such Registration Statement all such Registrable Securities so requested to be registered as each included therein, and, if such Shareholder may request (registration is an “Incidental Underwritten Registration”), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will shall use its commercially reasonable best efforts to effect cause the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite managing underwriter or underwriters to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting requested to be included in the Company’s registration must sell their Registrable Securities statement for such offering to the underwriters selected as provided in Section 5.04(f) be included (on the same terms and conditions as apply similar securities of the Company included therein to the Company extent appropriate); provided, however, that if the managing underwriter or underwriters of such offering deliver a written opinion to the Requesting ShareholderInvestor that either because of (i) the kind of securities which the Investor, as applicablethe Company, and or any other Persons intend to include in such offering or (ii) ifthe size of the offering which the Investor, at any time after giving written notice the Company, or such other Persons intend to make, the success of its intention the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to register any be included, then (A) in the event that the size of the offering is the basis of such managing underwriter's opinion, the amount of securities to be offered for the account of the Investor and other holders registering securities of the Company pursuant to this Section 5.02(a) and prior similar incidental registration rights shall be reduced pro rata (according to the effective date Registrable Securities beneficially owned by each such holder) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; and (B) in the event that the combination of securities to be offered is the basis of such managing underwriter's opinion, (x) the Registrable Securities and other securities to be included in such offering shall be reduced as described in clause (A) above or, (y) if the actions described in clause (A) would, in the judgment of the managing underwriter and pursuant to a written opinion delivered to the Investor, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such offering. Notwithstanding the foregoing, if the Investor exercises an incidental registration statement filed in connection with such registrationDDR's or Realco's or the Morgxx Xxxities' or Praedium's demand registration rights, then the Company managing underwriter's cutback provision under the demand registration right set forth in Section 2(b) shall determine for any reason govern with respect to the Investor and not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities managing underwriter's cutback provision in connection with such registrationthis Section 2(c). No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to a request or requests referred to in this Section 5.02subsection 2(c) shall be deemed to be a Shelf Registration.

Incidental Registration. (ai) Right to Include Registrable Securities or Make-Whole Securities. If, at any time after or from time to time (A) prior to the First Public Offeringeffectiveness of a Registration Statement filed pursuant to Section 2(a)(i) or during the suspension thereof other than an Allowable Grace Period, or (B) in the event the Company files a Registration Statement pursuant to Section 2(a)(ii), prior to the effectiveness of such a Registration Statement, or during the suspension thereof other than an Allowable Grace Period, the Company proposes to register any Company Securities of its securities under the Securities 1933 Act (other than in a registration on Form S-4 or S-8 or S-4, or any successor form to such forms or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or a registration statement required under the registration rights agreement entered into in connection with any employee benefit the Senior Notes issued on or similar plan about the Closing Date and other than pursuant to Section 2) whether or not pursuant to registration rights granted to other holders of the Company or in connection with a direct or indirect acquisition by the Company of another Person), its securities and whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give Company shall deliver prompt written notice (which notice shall be given at least thirty (30) days prior to the anticipated filing date effectiveness of the registration statement relating such proposed registration) to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number all holders of Registrable Securities or Make-Whole Securities, as applicable, of its intention to undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the same proposed offering price, if known, the class or series as those and number of securities proposed to be registered and the distribution arrangements) and of such holders' right to participate in such registration under this Section 2(g) as each such Shareholder may request hereinafter provided. Subject to the other provisions of this paragraph (an “Incidental Registration”i) and paragraph (ii), subject to the provisions of Section 5.02(b). Upon upon the written request of any such Shareholder holder of Registrable Securities or Make-Whole Securities, as applicable, made within 15 ten (10) days after the receipt of such written notice from the Company (which request shall specify the number amount of Registrable Securities intended or Make-Whole Securities to be disposed registered and the intended method of by such Shareholderdisposition thereof), the Company will use its reasonable best efforts to shall effect the registration under the Securities 1933 Act of all Registrable Securities that or Make-Whole Securities, as applicable, requested by the Company has been holders thereof to be so requested to register by all such Shareholdersregistered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities or Make-Whole Securities so to be registered, provided that by inclusion of such Registrable Securities or Make-Whole Securities in the registration statement which covers the securities which the Company proposes to register (i) if such registration the "Incidental Registration Statement"). If an Incidental Registration involves an underwritten Public Offeringpublic offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply promptly upon notification to the Company from the underwriter of the price at which such securities are to be sold, the Company shall so advise each participating holder of Registrable Securities or the Requesting ShareholderMake-Whole Securities, as applicablethe case may be. The holders of Registrable Securities or Make-Whole Securities requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (and (ii) iffor any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders each holder of Registrable Securities or Warrant Shares, as applicable, and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities or Make-Whole Securities in connection with such registration (but not from its obligation to pay the registration expenses incurred in connection therewith), without prejudice, however, to the rights of holders to cause such registration to be effected as a registration under Section 2, and (B) in the case of a determination to delay such registration. No registration effected under this Section 5.02 shall relieve , the Company shall be permitted to delay the registration of its obligations such Registrable Securities or Make-Whole Securities for the same period as the delay in registering such other securities; provided, however, that if such delay shall extend beyond one hundred twenty (120) days from the date the Company received a request to effect a Demand Registration to include Registrable Securities or Make-Whole Securities in such Incidental Registration, then the extent required by Section 5.01. The Company shall pay again give all Registration Expenses holders the opportunity to participate therein and shall follow the notification procedures set forth in connection with each registration the preceding paragraph. There is no limitation on the number of Registrable Securities requested such Incidental Registrations pursuant to this Section 5.022(g) which the Company is obligated to effect. The registration rights granted pursuant to the provisions of this Section 2(g) shall be in addition to the registration rights granted pursuant to the other provisions of Section 2 hereof.

Incidental Registration. (a) If, If at any time after the First Public Offering, the Company proposes to register any Company Securities of its Common Stock under the Securities Act after the date hereof (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any acquisition or business combination transaction and other than in connection with stock options and employee benefit or similar plan of the Company or plans and compensation) either in connection with a direct primary offering for cash for the account of the Company, a secondary offering or indirect acquisition by a combined primary and secondary offering, the Company of another Person)will, whether or not for sale for its own account, each time it will each intends to effect such time, subject to the provisions of Section 5.02(b)a registration, give prompt written notice a Company Notice to all Holders whose Termination Date shall not have occurred at least 15 Business Days prior to the anticipated initial filing date of the a registration statement relating with the SEC pertaining thereto, informing such Holders of its intent to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in file such registration statement and of the number Holders' right to request the registration of the Registrable Securities of held by the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)Holders. Upon the written request of one or more of the Holders made within 10 business days after any such Shareholder made within 15 days after the receipt of notice from the Company Notice is given (which request shall specify the number of Registrable Securities intended to be disposed of by each such ShareholderHolder, and, unless the applicable registration is intended to effect a primary offering of Common Stock for cash for the account of the Company, the intended method of distribution thereof), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that Securities, which the Company has been so requested to register by all such Shareholders, one or more Holders to the extent requisite required to permit the disposition (in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company's intended method of distribution) of the Registrable Securities so requested to be registered, provided that (i) including, if such registration involves an underwritten Public Offeringnecessary, all such Shareholders requesting to be included in by filing with the Company’s registration must sell their Registrable Securities SEC a post- effective amendment or a supplement to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to registration statement filed by the Company or the Requesting Shareholderrelated prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the registration statement filed by the Company, as applicableif required by the rules, regulations or instructions applicable to the registration form used by the Company for such registration statement or by the Securities Act, any state securities or blue sky laws, or any rules and (ii) regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay such registration of the securities, the Company shall give written notice of such determination to all such Shareholders each Holder of Registrable Securities and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve , and (B) in the case of a determination to delay such registration, the Company of its obligations shall be permitted to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each delay registration of any Registrable Securities requested pursuant to this Section 5.02.be included in such registration statement for the same period as the delay in registering such other securities. (e)