Common use of Incidental Registration Clause in Contracts

Incidental Registration. (a) If, at any time following the Effective Time, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (a) IfAt any time after the Effectiveness Date, If the Company at any time following the Effective Time, the Company proposes to file a Registration Statement register any of its equity securities under the Securities Act with respect (other than pursuant to an offering of Company Common Stock (i) section 2.2 or on Form X-0, Xxxx X-0 or any successor forms thereto), whether or not for sale for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)account, the Company shall it will each such time give prompt written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number all holders of Registrable Securities as of its intention to do so, which notice shall be given to all such holders at least 30 days prior to the Holder shall request. Upon date such registration is proposed to be consummated, and, upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder made within 15 days after the receipt of any such notice (which direction request shall specify the number of Registrable Securities intended to be disposed of by such Holderholder and the intended method of disposition thereof), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, on the same terms and conditions as the equity securities of the Company or, if such offering is for the account of other shareholders, the equity securities included therein, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, PROVIDED that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, 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. Notwithstanding the foregoing, if the Initial Shelf Registration or any Subsequent Shelf Registration is then in effect, the Company shall have no obligation to effect the registration of Registrable Securities under this section 2.3 unless the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering. (b) If the securities proposed to be registered by the Company are to be disposed of in an underwritten public offering, such notice of the Company's intention to register such securities shall designate the proposed underwriters of such offering (which shall be one or more underwriting firms of recognized national standing) and shall contain the Company's agreement to use all reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities which the Company has been so requested to register pursuant to this section 2.3, it being understood that the holders of such Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. (c) No registration effected under this section 2.3 shall relieve the Company from its obligation to effect registrations upon request under section 2.2 or to effect the Initial Shelf Registration Statement or any Subsequent Shelf Registration pursuant to section 2.1. (d) If a requested registration pursuant to this section 2.3 involves an "Incidental Registration" andunderwritten offering, collectively and the managing underwriter shall advise the Company in writing (with a Demand Registration, a "Registration") such number copy to each holder of Registrable Securities as shall requesting registration) that, in its opinion, the number of securities requested to be set forth included in such written direction. Notwithstanding anything contained hereinregistration exceeds the number which can be sold in such offering within a commercially reasonable price range (such writing to state the basis of such opinion and the approximate number of shares of securities which may be included in such offering without such effect), if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion Company will include in such registration, to the extent of the number of securities which the Company is so advised can be sold in such offering, (a copy i) first, securities that the Company proposes to issue and sell for its own account, (ii) second, Registrable Securities requested to be registered by the holders thereof pursuant to this section 2.3, pro rata among such holders on the basis of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued registered by the Company in a Registration initiated by the Company with respect such holders, and (iii) third, all other securities proposed to an offering of Company Common Stock for its own accountbe registered. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (a) If, at any time following the Effective Time, If the Company proposes to file a Registration Statement register any of its voting securities ("Other Securities") for public sale under the Securities Act with respect Act, on a form and in a manner which would permit registration of Registrable Securities for sale to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for public under the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)Securities Act, the Company shall it will give prompt written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date)of its intention to do so, and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon upon the written direction request of any Holder, given a Holder delivered to the Company within 20 days following fifteen Business Days after the receipt by such Holder giving of any such written notice (which direction request shall specify the number of Registrable Securities intended to be disposed of by such Holder)Holder and the intended method of disposition thereof) the Company will use its best efforts to effect, in connection with the registration of the Other Securities, the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holder, to the extent required to permit the disposition (in accordance with the intended method or methods thereof as shall aforesaid) of the Registrable Securities so to be set forth in registered, provided that: (a) if, at any time after giving such written direction. Notwithstanding anything contained herein, if the lead underwriter notice of an offering involving an Incidental Registration delivers a written opinion its intention to register any Other Securities and prior to the Company (a copy effective date of which shall be provided to the Holders) registration statement filed in connection with such registration, the managing underwriters of such offering or offerings determine that the number aggregate amount of shares to be registered by the Holders of Company Common Stock included in such Registration would (i) the Registrable Securities could materially and adversely affect the price of such offering, then the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then may reduce the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock such Holders to be included in such Registration by other holders offering; provided, that such Holders will be entitled to register the maximum number of Registrable Securities, together with those shares of Company Common Stock pursuant to contractual incidental held by any other person exercising registration rights, shall be reduced in proportion to which the underwriters deem advisable and the Company will allocate the number of securities originally requested Registrable Shares to be registered by for each of them to the extent that, such Holder on a pro rata basis in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from accordance with the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed each Holder initially requested to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account.sold; (b) the Company shall not be required to effect any registration of Registrable Securities under this Section 5.3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans; and (c) Holder, cumulatively, shall have the right to exercise registration rights pursuant to this Section 5.3 without limit during the term hereof. No Incidental Registration registration of Registrable Securities effected under this Section 2.02 5.3 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release relieve the Company of its obligations obligation to effect any Demand Registration upon request as provided under registrations of Registrable Securities pursuant to Section 2.01 hereof5.2.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company proposes to file a Registration Statement register any Shares under the Securities Act with respect to an offering of Company Common Stock (i) for Sale in a Public Offering, whether or not for its own account (other than account, on a Registration Statement on Form S-4 or S-8 (or any substitute form and in a manner that may be adopted by would permit registration of Oxy Shares under the Commission)) or (ii) Securities Act for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)Sale in such Public Offering, the Company shall give prompt written notice to all holders of Oxy Shares of its intention to do so, specifying the form and manner and the other relevant facts involved in such proposed filing to each Holder as soon as practicable registration (but in any event not less than 30 days before including, without limitations the anticipated filing dateidentity of the managing underwriter), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction request of any Holder, holder of Oxy Shares delivered to the Company within ten days after such notice shall have been given within 20 days following the receipt by to such Holder of any such written notice holder (which direction request shall specify the number of Registrable Securities Oxy Shares intended to be disposed of by such Holderholder and the intended method of disposition thereof), the Company shall include use its commercially reasonable efforts to effect the registration under the Securities Act, as expeditiously as is reasonable, of all Oxy Shares that the Company has been so requested to register by the holders of Oxy Shares, to the extent requisite to permit the Sale of the Oxy Shares to be so registered in such Registration Statement Public Offering; provided, however, that: (an "Incidental Registration" anda) if, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in at any time after giving such written direction. Notwithstanding anything contained herein, if the lead underwriter notice of an offering involving an Incidental Registration delivers a written opinion its intention to the Company (a copy register any of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities Shares proposed to be registered by the Company 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 Shares, the Company may, at its election, give written notice of such determination to each party requesting Incidental Registration rights hereunderholder of Oxy Shares that has requested to register Oxy Shares and thereupon the Company shall be relieved of its obligation to register any Oxy Shares in connection with such registration; (b) if the managing underwriter of such Public Offering shall advise the Company that, and in its judgment, the number of shares of Company Common Stock Shares proposed to be included in such Registration by other holders Public Offering should be limited because the inclusion of shares of Company Common Stock pursuant Oxy Shares is likely to contractual incidental registration rights, shall be reduced in proportion to adversely impact the number of securities originally requested purchase price obtained for the Shares initially proposed to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued Public Offering by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock (whether or not for its own account.), then the Company shall promptly advise each holder of such Oxy Shares thereof and may require, by written notice to each such holder accompanying such advice, that, to the extent necessary to meet such limitation, the number of Oxy Shares to be included in such registration shall be reduced, and all holders of Oxy Shares proposing to sell Shares in such Public Offering shall share pro rata in the number of Shares to be excluded from such offering, such sharing to be based on the respective numbers of Shares as to which they have requested registration; and (bc) No Incidental Registration effected the Company shall not be obligated to effect any registration of Oxy Shares under this Section 2.02 shall be deemed 4.02 that is incidental to have been effected pursuant to Section 2.01 hereof or shall release the Company registration of any of its obligations to effect Shares or other securities in connection with any Demand Registration upon request as provided under Section 2.01 hereofmerger, acquisition, exchange offer, dividend reinvestment plan or stock option, stock purchase, savings or other employee benefit plan.

Incidental Registration. (a) If, at At any time after the Rights Effective Date until two (2) years following the Rights Effective TimeDate, subject to the terms and conditions hereof, if the Company proposes to file a Registration Statement register any equity securities of the Company (whether proposed to be offered for sale by the Company or by any other Person (other than the Holders)) (collectively, “Other Securities”) for public sale under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement registration by the Company (i) on Form S-4 or S-8 (or any substitute successor form that may be adopted by the Commission)) or thereto, (ii) for the account of on Form S-8 or any holders of Company Common Stock successor form thereto, (including any iii) pursuant to Section 2 or (iv) on a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but form or in any event a manner which would not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number permit registration of Registrable Securities as for sale to the Holder shall request. Upon public under the written direction of any HolderSecurities Act), given within 20 days following the receipt by such Holder of any such it will give prompt written notice (which direction notice shall specify the intended method or methods of disposition) to Holders of its intention to do so (such notice, an “Incidental Notice”), and upon the written request of Holders delivered to the Company within ten (10) Business Days after the giving of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by Holders) the Company will, subject to the terms and conditions hereof, use its commercially reasonable efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders (a “Piggyback Registration”); provided, however, that: (i) any Holder who has included Registrable Securities in a registration under Section 2 that was declared effective within the ninety (90) calendar days immediately preceding the receipt of such Holder)Incidental Notice shall not be permitted to request the inclusion of any Registrable Securities in such Piggyback Registration; (ii) if, at any time after giving an Incidental Notice 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 Other Securities, the Company may, at its election, give written notice of such determination to Holders within five (5) Business Days thereof and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of such Other Securities, without prejudice, however, to the rights (to the extent applicable and subject to the terms and conditions hereof) of Holders to request that such registration be effected as a registration under Section 2; (iii) in connection with any Underwritten Offering, the Company will not be required to effect any registration of Registrable Securities pursuant to this Section 3 if the Company shall have been advised by the managing underwriter for the offering selected by the Company that, in such firm’s opinion, a registration of Registrable Securities and Other Securities sought to be included in such Piggyback Registration may interfere with an orderly sale and distribution of the securities being sold in such offering or would adversely affect the success thereof; provided, however, that if an offering of some but not all of the Registrable Securities requested to be registered by the Holders and Other Securities sought to be included in such registration (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) would not have such adverse effect in the opinion of such firm, then the Company will include in such Registration Statement (an "Incidental Registration" andoffering: first, collectively with a Demand Registrationthe Other Securities to be registered for the Company’s account, a "Registration") such number of second, the Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock requested to be offered or (ii) result in a greater amount of Company Common Stock being offered than registered by the market could reasonably absorbHolders pursuant to Section 3, then as well as all other Third Party Securities requested to be registered by third party stockholders under Other Registration Rights Agreements, allocated pro rata among the Registrable Securities and Third Party Securities based on the number of Registrable Securities and Third Party Securities proposed to be registered in such registration by each the Holders and such third party requesting Incidental Registration rights hereunderstockholders, as applicable, and the number of shares of Company Common Stock third, all Other Securities requested to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses registration; and (iiv) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company shall not be required to reduce give notice of, or effect any registration of Registrable Securities under this Section 3 incidental to, the number registration of shares any of Company Common Stock proposed to be issued by the Company its securities in a Registration initiated by the Company connection with respect to an offering of Company Common Stock for its own accountmergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (b) In connection with any Underwritten Offering under this Section 3, the Company shall not be required to include the Registrable Securities of a Holder unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (c) No Incidental Registration registration of Registrable Securities effected under this Section 2.02 3 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release relieve the Company of its obligations (if any) to effect any Demand Registration upon request as provided under registrations of Registrable Securities pursuant to Section 2.01 hereof2.

Incidental Registration. (a) If, at any time following the Effective Timedate of the Offering and up to and including 30 days after, in the case of the October 1993 Trust, Xx. Xxxx X. Getty ceases to be employed by the Company or, in the case of Crediton Limited, Xx. Xxxxxxxx X. Klein ceases to be employed by the Company, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of Company Common Stock its Class A Shares (i) for its own account (other than a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock its Class A Shares (including any pursuant to a Demand Registrationdemand registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities Shares as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities Shares intended to be disposed of by such Holder), the Company shall include in such Registration Statement registration statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities Shares as shall be set forth in such written directionnotice. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number inclusion of shares of Company Common Stock included in such Registration Registrable Shares would (i) materially and adversely affect the price of the Company Common Stock Class A Shares to be offered or (ii) result in a greater amount of Company Common Stock Class A Shares being offered than the market could reasonably absorb, then the number of Registrable Securities Shares to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registrationthem. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock Class A Shares proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountCompany. (b) No Incidental Registration effected under this Section 2.02 3.02 shall be deemed to have been effected pursuant to Section 2.01 3.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 3.01 hereof.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 2.3 or Section 2.5) proposes to file a Registration Statement register any of its securities under the Securities Act with respect or Canadian Securities Laws (as applicable) for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company Common Stock or both (including any pursuant except with respect to Registration Statements not available for registering the Restricted Shares for sale to the public or in connection with a Demand RegistrationRule 145 transaction), including in the Company shall Company’s Initial Public Offering, each such time it will give written notice to all Investors of such proposed filing its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo. Upon the written direction request of any HolderInvestor, given received by the Company within 20 thirty (30) days following after the receipt by such Holder giving of any such written notice (which direction shall specify by the number Company, to register any of Registrable Securities intended to be disposed of by such Holder)its Restricted Shares, the Company will use reasonable best efforts to cause the Restricted Shares as to which registration shall include have been so requested to be included in such the securities to be covered by the Registration Statement (an "Incidental Registration" andproposed to be filed by the Company, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion all to the Company (a copy extent requisite to permit the sale or other disposition by the holder of which such Restricted Shares so registered. In the event that any registration pursuant to this Section 2.4 shall be, in whole or in part, an underwritten public offering of Common Shares, and the managing underwriter determines in good faith that the inclusion of all shares requested to be provided to registered would adversely affect the Holders) that offering, the number of shares of Company Common Stock that may be included in such Registration would the underwriting shall be allocated (i) materially first, to the Company and adversely affect (ii) second, to the price Investors requesting to register shares in such underwritten public offering on a pro rata basis based on the total number of Restricted Shares held by the Investors requesting to register shares in such underwritten public offering; and third, to any other stockholder of the Company Common Stock to be offered or on a pro-rata basis; provided, however, that in no event may less than twenty percent (ii20%) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the total number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock Shares to be included in such underwriting, other than the Company’s Initial Public Offering, be made available for Restricted Shares. Notwithstanding the foregoing provisions, the Company may withdraw any Registration by other Statement referred to in this Section 2.4 without thereby incurring any liability to the holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountRestricted Shares. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (a) If, at any Each time following the Effective Time, the Company proposes shall determine to file proceed with the actual preparation and filing of a Registration Statement registration statement under the Securities Act in connection with respect to an offering the proposed offer and sale for cash of Company Common Stock (i) for any of its own account securities by it or any of its security holders (other than a Registration Statement registration statement on Form S-4 or S-8 (or any substitute a form that may be adopted does not permit the inclusion of shares by its security holders, but including a registration statement being prepaid and filed at the Commission)) or (ii) for the account request of any holders of Company Common Stock (including any Registrable Securities pursuant to a Demand RegistrationSection 1.1 hereof), the Company shall will give written notice of its determination to all holders of Registrable Securities (other than any such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder holders who have been afforded the opportunity to register such number include all of their Registrable Securities as in such registration statement pursuant to the Holder shall requestexercise of demand registration rights under Section 1.1 hereof). Upon the written direction request of a holder of any Holder, Registrable Securities given within 20 30 days following the after receipt by such Holder of any such notice from the Company, the Company will, except as hereinafter provided, cause all such Registrable Securities, the holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; provided, however, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the SEC and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $40,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. (b) If any registration pursuant to this Section 1.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section 1.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. (c) If an offering covered by a request for registration under this Section 1.2 is underwritten in whole or in part and the managing underwriter of such offering furnishes a written notice opinion that the total number of securities proposed to be sold in such offering exceeds the maximum number of securities (as specified in such opinion) which direction can be marketed at a price reasonably related to the then current market value of such securities and without materially and adversely affecting such offering, then the number of securities to be sold by each prospective seller (including the Company) in the offering shall specify be reduced as follows: first, the number of securities proposed to be registered by persons other than the Company having no registration rights shall be reduced, pro rata, to zero, if necessary; second, the number of securities proposed to be registered by the Company (if the Company is not the initiator of the registration) shall be reduced to zero, if necessary; third, the number of Registrable Securities intended and other securities having similar incidental registration rights proposed to be disposed registered pursuant to this Section 1.2 or pursuant to the exercise of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as similar registration rights shall be set forth in such written direction. Notwithstanding anything contained hereinreduced, pro rata, to zero, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that necessary; and fourth, the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities securities proposed to be registered by each party the Company (if the Company is the initiator of the registration) or by any other persons requesting Incidental Registration such registration pursuant to the exercise of demand registration rights hereunder(if the Company is not the initiator of the registration), and the number of shares of Company Common Stock to be included in such Registration by other including without limitation holders of shares of Company Common Stock Registrable Securities requesting such registration pursuant to contractual incidental the exercise of demand registration rightsrights under Section 1.1 hereof, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent thatreduced, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result pro rata. Those Registrable Securities which are thus excluded from the number of shares of Company Common Stock included in such Registration. Nothing contained herein underwritten public offering shall require be withheld from the Company to reduce the number of shares of Company Common Stock proposed to be issued market by the Company holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations order to effect any Demand Registration upon request as provided under Section 2.01 hereofthe underwritten public offering.

Incidental Registration. Subject to Section 5 hereof and the other terms and conditions set forth in this Section 3, if the Company proposes at any time to register any shares of Class A Common Stock (the "Initially Proposed Shares") under the Securities Act for sale, whether or not for its own account, pursuant to an underwritten offering, the Company will promptly give written notice to the Holders of its intention to effect such registration (such notice to specify, among other things, the proposed offering price, the kind and number of securities proposed to be registered and the distribution arrangements, including identification of the underwriter(s)), and the Holders shall be entitled to include in such registration statement, as a part of such underwritten offering, such number of shares (the "Holder Shares") to be sold for the account of the Holders (on the same terms and conditions as the Initially Proposed Shares) as shall be specified in a request in writing delivered to the Company within 15 days after the date upon which the Company gave the aforementioned notice. The Company's obligations to include Holder Shares in a registration statement pursuant to this Section 3 is subject to each of the following limitations, conditions and qualifications: (a) If, at any time following the Effective Time, the Company proposes after giving written notice of its intention to file effect a Registration Statement under the Securities Act with respect to an offering registration of Company any of its shares of Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by and prior to the Commission)) or (ii) for the account effective date of any holders of Company Common Stock (including any pursuant to a Demand Registration)registration statement filed in connection with such registration, the Company shall determine for any reason not to register all of such shares, the Company may, at its election, give written notice of such proposed filing determination to each Holder as soon as practicable (but in the Holders and thereupon it shall be relieved of its obligation to use any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity efforts to register any Holder Shares in connection with such number aborted registration. (b) If, in the opinion of Registrable Securities as the managing underwriter(s) of such offering, the distribution of all or a specified portion of the Holder shall request. Upon Shares would materially interfere with the written direction of any Holderregistration and sale, given within 20 days following in accordance with the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder)method thereof, the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbInitially Proposed Shares, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock Holder Shares to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, statement shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent such number, if any, that, in the lead underwriter's opinionopinion of such managing underwriter(s), neither can be included without such interference. If, as a result of the effects cutback provisions of the preceding sentence, the Holders are not entitled to include all of the Holder Shares in such registration, such Holders may elect to withdraw their request to include Holder Shares in such registration (a "Withdrawal Election"). If the foregoing clauses Company shall so request in writing, each Holder agrees (i) not to effect any public or private sale or distribution of any Registrable Securities (other than the Holder Shares) during the 15-day period prior to and during the 45-day period beginning on, the closing date of any underwritten public offering of shares of Common Stock made for the Company's own account and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect waive any Demand Registration upon request as provided under Section 2.01 hereofright until 60 days after the above-mentioned closing date.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 5 or 6 hereof) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account or for the account of other securityholders or both (other than a Registration Statement except with respect to registration statements on Form S-4 or S-8 (or another form not available for registering the Restricted Stock for sale to the public), it will give written notice at such time to all holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any substitute form that may be adopted such holder, given within 30 days after receipt of any such notice by the CommissionCompany, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested, to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered; PROVIDED that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. In the event that any registration pursuant to this Section 7 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 7 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) for the account of any holders of Company Common such Restricted Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended is to be disposed sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of by such Holder), the Company shall include common stock in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written directionreasonably similar circumstances. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the The number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other an underwriting may be reduced (PRO RATA among the requesting holders of shares of Company Common Restricted Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from based upon the number of shares of Company Common Restricted Stock included in so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such Registration. Nothing contained herein shall require inclusion would adversely affect the marketing of the securities to be sold by the Company to reduce therein; PROVIDED, HOWEVER, that the number of shares of Company Common Stock proposed to be issued registered shall be reduced (i) first, by the Company Company, if and only if such registration is being effected pursuant to Section 6 hereof, (ii) then PRO RATA among the requesting holders of Founders Stock, (iii) then PRO RATA among the requesting holders of Restricted 1991 Stock, (iv) then PRO RATA among the requesting holders of Restricted 1992 Stock, (v) then PRO RATA among the requesting holders of Samex Xxxres, (vi) then PRO RATA among the requesting MRC Holders and (vii) then PRO RATA among the holders of Special Restricted Stock; PROVIDED FURTHER, HOWEVER, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in a Registration initiated by such underwriting for the account of any person other than the Company with respect to an offering or other than a holder of Company Common Stock for its own accountRestricted Stock. (b) No Incidental Registration effected under Notwithstanding anything to the contrary contained in this Section 2.02 shall be deemed to have been effected 7, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall refrain from selling such Restricted Stock so registered pursuant to this Section 2.01 hereof or 7 for such time as the managing underwriter shall release reasonably request; PROVIDED, HOWEVER, that such holder shall, in any event, be entitled to sell its Restricted Stock commencing on the 180th day after the effective date of such registration statement. Except as provided in this Section 7, the Company will not effect any other registration of its obligations Common Stock, whether for its own account or that of other holders, from the date of receipt of a notice from requesting holders pursuant to effect any Demand Registration upon request this Section 7 until such time as provided under Section 2.01 hereofthe managing underwriter shall reasonably request.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company proposes for any reason to file a Registration Statement register any of its securities under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registrationregistration statement on Form S-8, S-14 or S-15 or similar or successor form), it shall each such time promptly give written notice to all holders of outstanding Registrable Shares (as defined below) of its intention so to do, and, upon the written request, given within 30 days after receipt of any such notice, of the holder of any such Registrable Shares to register any Registrable Shares (which request shall specify the Registrable Shares intended to be sold or disposed of by such holders and shall state the intended method of disposition of such Registrable Shares by the prospective seller), the Company shall give use its best efforts to cause all such Registrable Shares, to be registered under the Securities Act promptly upon receipt of the written notice request of such holders for such registration, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid) by the prospective seller or sellers of the Registrable Shares so registered. In the event that the proposed filing registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, any request pursuant to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity this Section 6 to register Registrable Shares may specify that such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended shares are to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would the underwriting (i) materially on the same terms and adversely affect conditions as the price shares of the Company Common Stock to be offered Stock, if any, otherwise being sold through underwriters under such registration, or (ii) result on terms and conditions comparable to those normally applicable to offerings of common stock in a greater amount reasonably similar circumstances in the event that no shares of Company Common Stock other than Registrable Shares are being offered sold through underwriters under such registration; PROVIDED, HOWEVER, that (A) if the managing underwriter determines and advises in writing that the inclusion of all Registrable Shares proposed to 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 market could reasonably absorb"Other Shares") would interfere with the successful marketing (including pricing) of such securities, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, Shares and the number of shares of Company Common Stock Other Shares to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, underwritten public offering shall be reduced in proportion to FIRST, PRO RATA among the holders of Other Shares, and SECOND, if necessary, PRO RATA among the holders of Registrable Shares based upon the number of securities originally Registrable Shares and shares of Common Stock requested by the holders thereof to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) such underwritten public offering and (iiB) would result in each case those shares of Common Stock which are excluded from the number of shares of Company Common Stock included in such Registration. Nothing contained herein underwritten public offering shall require be withheld from the Company to reduce the number of shares of Company Common Stock proposed to be issued market by the Company holders thereof for a period, not to exceed 180 days, which the managing underwriter reasonably determines as necessary in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations order to effect any Demand Registration upon request as provided under Section 2.01 hereofthe underwritten public offering.

Incidental Registration. (a) If, at any time following after the Effective TimeCompany has completed an IPO, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account register (other than pursuant to Section 5.1) any of its authorized but unissued Common Shares under the 1933 Act on a Registration Statement on Form S-4 or S-8 (or any substitute form and in a manner that may be adopted by would permit registration of Registrable Shares for sale to the Commission)) or (ii) for public under the account of any 1933 Act, it will each such time give prompt written notice to all holders of Company Registrable Shares 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 (including any and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a Demand Registration"best efforts" or "firm commitment" underwriting), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder of Registrable Shares delivered to the Company within 20 Business Days after such notice shall have been given to such holder (which direction request shall specify the number of Registrable Securities Shares intended to be disposed of by such Holderholder and the intended method of disposition thereof), the Company will use its best efforts to effect the registration under the 1933 Act, as expeditiously as is reasonable, of all Registrable Shares that the Company has been so requested to register by the holders of Registrable Shares, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Shares so to be registered; provided, however, that: (i) if, at any time after giving such written notice of its intention to register any of such securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall include determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Shares that has requested to register Registrable Shares and thereupon the Company shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith to the extent provided in Section 5.3(b)), without prejudice, however, to the rights of any one or more holders to request such registration be effected as a registration under Section 5.1; (ii) if (A) the registration so proposed by the Company involves an underwritten offering of the securities so to be registered, to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering selected by the Company shall advise the Company that, in its judgment, the number of securities proposed to be included in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to by the Company (a copy for purposes of which shall be provided to the Holdersthis Section 5.3(a), "Company Securities") that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock Registrable Shares held by all Securityholders proposed to be included in such Registration offering by other the holder or holders thereof should be limited, then the Company will promptly advise each such holder of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to Registrable Shares thereof and the number of securities originally Shares proposed to be included in such registration shall be included in the following order of priority: (i) first, the Company Securities; (ii) second, the Registrable Shares requested to be registered included in such registration that are held by each of them to the extent thatSecurityholders (or, in if necessary, such Registrable Shares pro rata among the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from holders thereof based upon the number of shares of Company Common Stock included in Registrable Shares owned by each such Registration. Nothing contained herein shall require holder); and (iii) third, any other Registrable Shares. (iii) the Company shall not be obligated to reduce effect any registration of Registrable Shares under this Section 5.3 that is incidental to the number registration of shares any of Company Common Stock proposed to be issued by the Company its securities in a Registration initiated by the Company connection with respect to an offering of Company Common Stock for its own accountany merger, acquisition, exchange offer, dividend reinvestment plan or stock option or other employee benefit plan. (b) No Incidental Registration registration of Registrable Shares effected under this Section 2.02 5.3 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release relieve the Company of its obligations obligation to effect registrations of Registrable Shares upon the request of one or more holders pursuant to Section 5.1. (c) The Company will pay all Registration Expenses in connection with each registration of Registrable Shares effected by it pursuant to this Section 5.3. (d) In the event that the managing underwriter advises the Securityholders requesting the registration of Registrable Shares pursuant to Section this 5.3 in writing that in its judgment, the number of shares of Registrable Shares proposed to be included in such offering by the holder or holders thereof should be limited, the managing underwriter (subject to the allocation priority set forth in Section 5.3(a)) may: i. in the case of an IPO, exclude some or all Registrable Shares from such Registration and underwriting; and ii. in the case of any Demand Registration upon request as provided under Section 2.01 hereofsubsequent registered public offering of the Company's securities, limit the number of shares of Registrable Shares to be included in such registration and underwriting to not less than twenty-five percent (25%) of the securities included in such registration (based on aggregate market values).

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company proposes to file on its behalf and/or on behalf of any of its security holders ("THE DEMANDING SECURITY HOLDERS") a Registration Statement registration statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account on any form (other than a Registration Statement registration statement on Form S-4 or S-8 (or any substitute successor form that may for securities to be adopted by offered in a transaction of the Commission)) type referred to in Rule 145 under the Securities Act or (iito employees of the Company pursuant to any employee benefit plan, respectively) for the account general registration of any holders of Company securities to be sold for cash with respect to its Common Stock or any other class of equity security (including any pursuant to a Demand Registration)as defined in Section 3(a)(11) of the Exchange Act) of the Company, the Company shall it will give written notice to all holders of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 Registrable Securities at least 60 days before the anticipated initial filing date)with the Commission of such registration statement, and such which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer each Holder to include in such filing the opportunity to register such aggregate number of shares of Registrable Securities as the Holder shall such holders may request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder Each holder of any such written notice (which direction shall specify the number of Registrable Securities intended desiring to be disposed of by such Holder), have Registrable Securities registered under this SECTION 12 (each a "REGISTERING HOLDER") shall advise the Company in writing within thirty (30) days after the date of receipt of such notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed public offering shall advise the Company Common Stock in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such Registration demanding security holder would (i) materially and adversely affect the price distribution of such securities by the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbsuch demanding security holder, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, Company and the number of shares of Company Common Stock to be included in such Registration by other demanding security holders of shares of Company Common Stock pursuant to contractual incidental registration rightsand the registering holders (collectively, "SELLING SECURITY HOLDERS") shall be reduced in proportion to reduce the number amount of securities originally requested each intended to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in distribute through such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in offering on a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountpro rata basis. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (a) IfUntil all securities subject to this Agreement have ceased to be Registrable Securities, at any time following the Effective Time, if the Company proposes proposes, other than pursuant to file a Article 2 hereof and other than pursuant to the 1996 Registration Statement Statement, to register any of its Common Stock or other securities issued by it having terms substantially similar to Registrable Securities or any successor securities (collectively, "Other Securities") for public sale under the Securities Act with respect (whether proposed to an offering of Company Common Stock (i) be offered for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted sale by the Commission)Company or by any other Person) or (ii) for the account of any holders of Company Common Stock (including any pursuant to on a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but form and in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number a manner which would permit registration of Registrable Securities as for sale to the Holder shall request. Upon public under the written direction of any HolderSecurities Act, given within 20 days following the receipt by such Holder of any such it will give prompt written notice (which direction notice shall specify the intended method or methods of disposition) to the Holders and the Additional Holders of its intention to do so, and upon the written request of any Holder or Additional Holder delivered to the Company within fifteen (15) Business Days after the giving of any such notice (which request shall specify the number of Registrable Securities or Additional Securities, as the case may be, intended to be disposed of by such Holder or Additional Holder), the Company will use its commercially reasonable best efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities and Additional Securities which the Company has been so requested to register by Holders and Additional Holders; provided, however, that: (i) if, at any time after giving such written notice of its intention to register Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall include determine for any reason not to register such Other Securities, the Company may, at its election, give written notice of such determination to the Holders and Additional Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities and Additional Securities in connection with the registration of such Other Securities (but not from its obligation to pay Registration Statement Expenses to the extent incurred in connection therewith as provided in Article 11), without prejudice, however, to the rights (an "Incidental Registration" if any) of the Holders to request that such registration be effected as a registration under Article 2; and, collectively with a Demand Registration, a "Registration" (ii) such number the Company will not be required to effect any registration of Registrable Securities as or Additional Securities pursuant to this Article 3 in connection with a primary offering of securities by it if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a nationally recognized investment banking firm (which may be set forth the managing underwriter for the offering) selected by the Company that, in such written direction. Notwithstanding anything contained hereinfirm's opinion, if a registration of Registrable Securities and Additional Securities at that time may interfere with an orderly sale and distribution of the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to securities being sold by the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) offering or materially and adversely affect the price of such securities; provided, however, that if an offering of some but not all of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities and Additional Securities requested to be registered by each party requesting Incidental Registration rights hereunderthe Holders and Additional Holders would not adversely affect the distribution or price of the securities to be sold by the Company in the offering in the opinion of such firm or are included in such offering notwithstanding any such opinion, the Company shall only include such lesser amount of Registerable Securities and Additional Securities and the aggregate number of shares of Company Common Stock Registerable Securities and Additional Securities to be included in such Registration offering by other holders each Holder and Additional Holder shall be allocated pro rata among the Holders and Additional Holders requesting such registration on the basis of shares the percentage of Company Common Stock the securities held by such Holders and Additional Holders which have requested that such securities be included; provided further, however, that a registration under this Article 3 pursuant to contractual incidental demand registration rights, rights of any Additional Holders shall be reduced in proportion to the number treated as a primary offering for purposes of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and this clause (ii) would with the result from that the number of shares of Company Common Stock included in such Registration. Nothing contained herein applicable Additional Holders shall require be entitled to the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company same priority with respect to an offering the Holders to which the Company is entitled as provided above; and (iii) The Company shall not be required to give notice of, or effect any registration of Company Common Stock for Registrable Securities under this Article 3 incidental to, the registration of any of its own accountsecurities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (b) No Incidental Registration registration of Registrable Securities effected under this Section 2.02 Article 3 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release relieve the Company of its obligations (if any) to effect any Demand Registration upon request as provided under Section 2.01 hereofregistrations of Registrable Securities pursuant to Article 2.

Incidental Registration. (a) If, 11.1 If the Company at any time following shall determine to prepare and file with the Effective Time, the Company proposes to file Commission a Registration Statement under the Securities Act with respect relating to an offering of Company Common Stock (i) its equity securities, for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock others (including any pursuant except with respect to a Demand Registrationregistration statements on Form F-4, Form S-8 or another form not available for registering the Registrable Securities for sale to the public), the Company shall each such time it will give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number all Holders of Registrable Securities as the Holder shall requestof its intention so to do. Upon The Company shall, upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written Holder, received by the Company within 10 days after the giving of any such notice (which direction shall specify by the number Company, to register any of its Registrable Securities, use its best efforts to cause the Registrable Securities intended as to which registration shall have been so requested to be disposed included in the securities to be covered by the Registration Statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Holders of by such Holder)Registrable Securities. Notwithstanding the above, the Company Registrable Securities shall include be included in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion only to the Company extent that their inclusion will not: (a copy of which shall be provided to the Holdersi) that limit the number of shares securities sought to be included by the Company for its own account or pursuant to the Company’s agreements with other shareholders; (ii) in the opinion of Company Common Stock included in such Registration would (i) materially and adversely affect the Company, reduce the offering price or trading price of the Company Common Stock to be offered Company’s Ordinary Shares; or (iiiii) result cause the Registration Statement to exceed any limit as may be mandated by the Commission or by applicable regulation. 11.2 In the event that any registration pursuant to this Section 3, shall be, in a greater amount of Company Common Stock being offered than the market could reasonably absorbwhole or in part, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunderan underwritten public offering, and the number managing underwriter advises the Company that the inclusion of shares any or all of Company Common Stock the Registrable Securities proposed to be included in such Registration by other holders registration could interfere with the successful marketing (including pricing) of shares the offering, then the size of Company Common Stock pursuant to contractual incidental registration rights, the offering shall be reduced in proportion accordingly with any reduction applied first to the number of securities originally requested Registrable Securities proposed to be registered by each and thereafter to securities of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock other shareholders proposed to be issued by registered. 11.3 Notwithstanding the foregoing provisions, the Company may withdraw any Registration Statement referred to in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed 3 without thereby incurring any liability to have been effected pursuant to Section 2.01 hereof or shall release the Company Holders of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereofthe Registrable Securities.

Incidental Registration. (a) If, If at any time following from and after the Effective Timedate hereof, the Company proposes to file a Registration Statement register any of its securities under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 (A) any registration of public sales or S-8 (or any substitute form that may be adopted distributions solely by the Commission)) or (ii) and for the account of any holders the Company of Company Common Stock securities issued (including any x) pursuant to 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 Demand Registration)primary offering for cash for the account of the Company or a secondary offering, the Company shall will, each time it intends to effect such a registration, give written notice to all Holders at least ten (10) but no more than thirty (30) business days prior to the expected initial filing of a Registration Statement with the Commission pertaining thereto, informing such proposed filing Holders of its intent to each Holder as soon as practicable (but in any event not less than 30 days before file such Registration Statement, the anticipated expected filing date), and of the Holders’ rights to request the registration of the Registrable Shares held by such notice shall offer each Holder (the opportunity to register such number of Registrable Securities as the Holder shall request“Company Notice”). Upon the written direction request of any Holder, given Holder made within 20 ten (10) business days following the receipt by such Holder of after any such written notice Company Notice is given (which direction request shall specify the number of Registrable Securities intended to be disposed of by such HolderHolder 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 shall include will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holders to the extent required to permit the disposition (in such 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, including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the Incidental Registration Statement (an "or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration" 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 Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder and, collectively with thereupon, (A) in the case of a Demand Registrationdetermination not to register, a "Registration") such number the Company shall be relieved of its obligation to register any Registrable Securities as 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, the Company shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter permitted to delay registration of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of any Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock requested to be included in such Incidental Registration by Statement for the same period as the delay in registering such other holders of shares of Company Common Stock securities. The registration rights granted pursuant to contractual incidental registration rights, the provisions of this Section 3(a) shall be reduced in proportion addition to the number of securities originally requested to be registered by each of them registration rights granted pursuant to the extent that, in the lead underwriter's opinion, neither other provisions of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountthis Agreement. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (a) If, at any Each time following Harmony shall determine to proceed with the Effective Time, the Company proposes to file actual preparation and filing of a Registration Statement registration statement under the Securities Act in connection with respect to an offering the proposed offer and sale for money of Company any of its Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (by it or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)its security holders, the Company shall Harmony will give written notice of such proposed filing its determination to each Holder as soon as practicable (but in any event not less than 30 days before all Holders of the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestSecurities. Upon the written direction request of any Holder, given within 20 days following the receipt by such a Holder of any Securities given within fifteen (15) days after receipt of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by from Harmony, Harmony will, except as herein provided, cause all such Holder)Securities, the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy Holders of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbhave so requested registration thereof, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rightsstatement, shall be reduced in proportion to the number of securities originally requested to be registered by each of them all to the extent that, in requisite to permit the lead underwriter's opinion, neither sale or other disposition by the prospective seller or sellers of the effects in the foregoing clauses Securities to be so registered; provided, however, that (i) nothing herein shall prevent Harmony from, at any time, abandoning or delaying any such registration initiated by it; and (ii) would 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 from of such registration after Harmony has decided not to proceed. If any registration pursuant to this Section 1.2 shall be underwritten in whole or in part, Harmony may require that the number of shares of Company Common Stock Securities requested for inclusion pursuant to this Section 1.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such Registration. Nothing contained herein shall require public offering the Company to inclusion of all of the Securities originally covered by a request for registration would reduce the number of shares of Company Common Stock proposed to be issued offered by Harmony or interfere with the 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 managing 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 Company Holders thereof for a period, not to exceed ninety (90) days, which the managing underwriter reasonably determines is necessary in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations order to effect any Demand Registration upon request as provided under Section 2.01 hereofthe underwritten public offering.

Incidental Registration. (a) If, at At any time following the Effective Time, the Company proposes to file a Registration Statement register any shares of Class A Common Stock under the Securities Act with respect to (other than an offering Exchange Registration or registrations on such form(s) solely for registration of Company shares of Class A Common Stock (i) in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 2.2(a), whether or not for sale for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)account, the Company shall will give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number holder of Registrable Securities as at least 30 days prior to the Holder shall requestinitial filing of such registration statement with the SEC of its intent to file such registration statement and of such holder’s rights under this Section 2.3. Upon the written direction request of any Holder, given holder of Registrable Securities made within 20 days following the receipt by such Holder of after any such written notice is given (which direction request shall specify the number of Registrable Securities intended to be disposed of by such Holderholder), the Company shall include in such Registration Statement will use its best efforts to effect the registration (an "“Incidental Registration" and”) under the Securities Act of all Registrable Securities which the Company, collectively as the case may be, has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with a Demand such Incidental Registration, a "Registration") the Company shall determine for any reason not to register or to delay registration of such number securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities as and, thereupon, (a) in the case of a determination not to register, the Company shall be set forth relieved of its obligation to register any Registrable Securities under this Section 2.3 in connection with such written direction. Notwithstanding anything contained hereinregistration, if and (b) in the lead case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 2.3 during the period that the registration of such other securities is delayed. (b) If the sole or managing underwriter of an offering involving an Incidental Registration delivers a written opinion to registration advises the Company (a copy of which shall be provided to the Holders) in writing that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then its opinion the number of Registrable Securities and other securities requested to be registered by each party requesting Incidental Registration rights hereunder, and included exceeds the number of shares Registrable Securities and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, the Company Common Stock will include in such registration the Registrable Securities and other securities of the Company in the following order of priority: (i) first, the greatest number of securities of the Company proposed to be included in such Registration registration by other the Company for its own account and by holders of shares Other Registration Rights that have priority over the Incidental Registration rights granted to holders of Registrable Securities under this Agreement, which in the opinion of such underwriters can be so sold; and (ii) second, after all securities that the Company Common Stock pursuant proposes to contractual incidental registration rightsregister for its own account or for the accounts of holders of Other Registration Rights that have priority over the Incidental Registration rights under this Agreement have been included, shall be reduced the greatest amount of Registrable Securities and securities having Other Registration Rights that are pari passu with Registrable Securities, in proportion to the number of securities originally each case requested to be registered by each of them to the extent that, holders thereof which in the lead underwriter's opinion, neither opinion of such underwriters can be sold in such offering without adversely affecting the distribution of the effects securities being offered, the price that will be paid in such offering or the foregoing clauses marketability thereof, ratably among the holders of Registrable Securities (iwhether requested or required to be registered pursuant to Sections 2.1, 2.2 or 2.3) and securities subject to such Other Registration Rights based on the respective amounts of Registrable Securities and securities subject to such Other Registration Rights held by each such holder. (iic) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued Upon delivering a request under this Section 2.3, a Black Canyon Entity will, if requested by the Company Company, execute and deliver a custody agreement and power of attorney in a Registration initiated by form and substance reasonably satisfactory to the Company with respect to an offering such Black Canyon Entity’s securities to be registered pursuant to this Section 2.3 (a “Custody Agreement and Power of Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Black Canyon Entity will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Black Canyon Entity’s behalf with respect to the matters specified therein. Such Black Canyon Entity also agrees to execute such other agreements as the Company Common Stock for its own accountmay reasonably request to further evidence the provisions of this Section 2.3. (bd) No Incidental Registration effected under this Section 2.02 shall Notwithstanding anything to the contrary herein, after the time the Company has caused to become effective an Exchange Registration, covering all shares to be deemed to have been effected registered pursuant to Section 2.01 hereof or shall release 2.1 hereof, and continuing for so long as such Exchange Registration remains effective and available for use, any Black Canyon Entity that is not an “affiliate” of the Company for purposes of its obligations Rule 144 shall not have the right to effect participate in any Demand Incidental Registration upon request as provided under rights pursuant to this Section 2.01 hereof2.3, except to the extent the shares to be registered and offered pursuant to such Incidental Registration will be an underwritten offering.

Incidental Registration. (a) If, at any time following after the Effective TimeFirst Public Offering, the Company proposes to file a Registration Statement register any Company Securities under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement registration on Form S-4 S-8 or S-8 (S-4, or any substitute form that may be adopted successor or similar forms, relating to 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 Commission)) or (ii) for the account Company of any holders of Company Common Stock (including any pursuant to a Demand Registrationanother Person), whether or not for sale for its own account, it will each such time, subject to the Company shall provisions of Section 5.02(b), give prompt written notice at least 15 days prior to the anticipated effective date of the registration statement relating to such proposed filing registration to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date)Securityholder, and such which notice shall set forth such Securityholder’s rights under this Section 5.02 and shall offer each Holder such Securityholder the opportunity to register 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 Securityholder may request (an “Incidental Registration”), subject to the Holder shall requestprovisions of 5.02(b). Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written Securityholder made within five days after the receipt of notice from the Company (which direction request shall specify the number of Registrable Securities intended to be disposed of by such HolderSecurityholder), the Company shall include in such Registration Statement will use all reasonable efforts (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration"subject to Section 5.02(b)) such number to effect the registration under the Securities Act of all Registrable Securities as shall be set forth in that the Company has been so requested to register by all such written direction. Notwithstanding anything contained hereinSecurityholders, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy extent required to permit the disposition of which shall the Registrable Securities so to be registered, provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbif such registration involves an underwritten Public Offering, then the number of Registrable Securities to be registered by each party all such Securityholders requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental the Company’s registration rights, shall be reduced in proportion must sell their Registrable Securities to the number of securities originally requested to be registered by each of them underwriters selected as provided in Section 5.04(f) on the same economic terms and conditions as apply to the extent thatCompany or the Requesting Securityholder, in the lead underwriter's opinionas applicable, neither of the effects in the foregoing clauses (i) and (ii) would result from the number if, at any time after giving written notice pursuant to this Section 5.02(a) of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company its intention to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock register any securities for its own account. account but not in connection with any Demand Registration (bexcept as set forth in Section 5.01) 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 Securityholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No Incidental Registration registration effected under this Section 2.02 5.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release 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. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand Registration upon request Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of Registrable Securities that the Company and such Securityholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the securities proposed to be registered for the account of the Company as provided under Section 2.01 hereofwould not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by the Institutional Securityholders, CVC Asia Pacific Investors, Peninsula, and each of their Permitted Transferees (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities or persons on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration), (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company (other than pursuant to Section 4 or 5 hereof) proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account or for the account of other security holders or both (other than a Registration Statement except with respect to registration statements on Form S-4 or S-8 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention to do so. Upon the written request of any such holder, given within 30 days after receipt of any such notice, to register any of its Restricted Stock (or any substitute form that may which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be adopted included in the securities to be covered by the Commission)registration statement proposed to be filed, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 6 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 6 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) for the account of any holders of Company Common such Restricted Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended is to be disposed sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of by such Holder), the Company shall include common stock in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written directionreasonably similar circumstances. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the The number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Restricted Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (PRO RATA among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from requesting holders based upon the number of shares so requested to be registered, treating for purposes of Company such computation (A) the holders of Preferred Stock as the holders of the Conversion Shares then issuable upon conversion of such Preferred Stock, (B) the holders of Common Warrants, if then issued and outstanding, as the holders of the shares of Common Stock included issuable upon exercise of the Common Warrants, and (C) the holder of the Series B Warrants, if then outstanding, as the holder of the shares of Common Stock then issuable upon exercise of the Series B Warrant and the conversion of the Series B Shares issuable thereby) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein. Notwithstanding anything to the contrary contained in such Registration. Nothing contained herein shall require this Section 6, in the event that there is a firm commitment underwritten offering of securities of the Company pursuant to reduce a registration statement covering Restricted Stock and a selling holder of Restricted Stock does not elect to sell such holder's Restricted Stock to the number underwriters of shares of Company Common the Company's securities in connection with such offering, such holder shall refrain from selling such Restricted Stock proposed so registered pursuant to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall 6 during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the aftermarket; PROVIDED, HOWEVER, that such holder shall, in any event, be deemed entitled to have been effected pursuant to Section 2.01 hereof or shall release sell such holder's Restricted Stock in connection with such registration commencing on the Company 90th day after the effective date of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereofsuch registration statement.

Incidental Registration. Subject to Section 5 hereof and the other terms and conditions set forth in this Section 3, if the Company proposes at any time to register any shares of Common Stock (athe "Ini- tially Proposed Shares") under the Securities Act for sale, whether or not for its own account, pursuant to an underwritten offering, the Company will promptly give written notice to the Holders of its intention to effect such registration (such notice to specify, among other things, the proposed offering price, the kind and number of securities proposed to be registered and the distribution arrangements, including identification of the underwriter(s)), and the Holders shall be entitled to include in such registration statements, as a part of such underwritten offering, such number of shares (the "Holder Shares") to be sold for the account of the Holders (on the same terms and conditions as the Initially Proposed Shares) as shall be specified in a request in writing delivered to the Company within 15 days after the date upon which the Company gave the aforementioned notice. The Company's obligations to include Holder Shares in a registration statement pursuant to this Section 3 is subject to each of the following limitations, conditions and qualifications: (i) If, at any time following the Effective Time, the Company proposes after giving written notice of its intention to file effect a Registration Statement under the Securities Act with respect to an offering registration of Company any of its shares of Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by and prior to the Commission)) or (ii) for the account effective date of any holders of Company Common Stock (including any pursuant to a Demand Registration)registration statement filed in connection with such registration, the Company shall determine for any reason not to register such shares, the Company may, at its election, give written notice of such proposed filing determination to each Holder as soon as practicable (but in the Holders and thereupon it shall be relieved of its obligation to use any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity efforts to register any Holder Shares in connection with such number aborted registration. (ii) If, in the opinion of Registrable Securities as the managing underwriter(s) of such offering, the distribution of all or a specified portion of the Holder shall request. Upon Shares would materially interfere with the written direction registration and sale, in accordance with the intended method thereof, of any Holderthe Initially Proposed Shares, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify then the number of Registrable Securities intended Holder Shares to be disposed included in such registration statement shall be reduced to such number, if any, that, in the opinion of by such Holdermanaging underwriter(s), can be included without such interference. If, as a result of the Company shall cutback provisions of the preceding sentence, the Holders would not be entitled to include all of the Holder Shares in such Registration Statement (an "Incidental Registration" andregistration, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered offered and sold by each party requesting Incidental Registration rights hereunderTMG, Xxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxx shall be reduced, on a pro rata basis, such that the number Holder Shares (other than those held by TMG, Xxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxx) may be first offered and sold. If the Company shall so request in writing, TMG agrees not to effect any public or private sale or distribution of any Registrable Securities (other than the Holder Shares) during the 15-day period prior to and during the 45-day period beginning on, the closing date of any underwritten public offering of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to made for the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriterCompany's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company proposes to file a Registration Statement register any of its equity securities (as defined in the Exchange Act) under the Securities Act with respect (other than pursuant to an offering of Company Common Stock (i) Section 3.1 or pursuant to a Special Registration), whether or not for sale for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute account, and the registration form that to be used may be adopted by the Commission)) or (ii) used for the account registration of any holders of Company Common Stock (including any pursuant to a Demand Registration)Registrable Securities, the Company it shall each such time give prompt written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number all Holders of Registrable Securities as the Holder shall request. Upon of its intention to do so and, upon the written direction request of any Holder, given within 20 days following the receipt by such Holder of Registrable Securities given to the Company within 30 days after the Company has given any such written notice (which direction request shall specify the number of Registrable Securities intended to be disposed of by such HolderHolder 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 which the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that: (a) if such registration shall be in connection with the initial Public Offering, the Company shall not include any Registrable Securities in such proposed registration if the Board shall have determined, after consultation with the managing underwriters for such offering, that it is not in the best interests of the Company to include any Registrable Securities in such registration, provided that, if the Board makes such a determination, the Company shall not include in such registration any securities not being sold for the account of the Company; (b) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each Holder that was previously notified of such registration and, thereupon, shall not register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders to request that a registration be effected under Section 3.1; (c) if the Company shall be advised in writing by the managing underwriters (or, in connection with an offering which is not underwritten, by an investment banker) that in their or its opinion the number of securities requested to be included in such registration (whether by the Company, pursuant to this Section 3.2 or pursuant to any other rights granted by the Company to a holder or holders of its securities to request or demand such registration or inclusion of any such securities in any such registration) exceeds the number of such securities which can be sold in such offering: (i) the Company shall include in such Registration Statement registration the number (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration"if any) such number of Registrable Securities so requested to be included which in the opinion of such underwriters or investment banker, as the case may be, can be sold and shall be set forth not include in such written direction. Notwithstanding anything contained hereinregistration any securities (other than securities being sold by the Company, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall have priority in being included in such registration) so requested to be provided included other than Registrable Securities unless all Registrable Securities requested to be so included are included therein; and (ii) if in the Holders) that opinion of such underwriters or investment banker, as the case may be, some but not all of the Registrable Securities may be so included, all Holders of Registrable Securities requested to be included therein shall share pro rata in the number of shares of Company Common Stock Registrable Securities included in such Registration would (i) materially and adversely affect Public Offering on the price basis of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities requested to be registered included therein by each party requesting Incidental Registration rights hereundersuch Holders, provided that, in the case of a registration initially requested or demanded by a holder or holders of securities other than Registrable Securities, the Holders of the Registrable Securities requested to be included therein and the holders of such other securities shall share pro rata (based on the number of shares of Company if the requested or demanded registration is to cover only Common Stock and, if not, based on the proposed offering price of the total number of securities included in such Public Offering requested to be included therein), and the Company shall so provide in such Registration by other holders any registration agreement hereinafter entered into with respect to any of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion its securities; and (d) if prior to the number effective date of the registration statement filed in connection with such registration, the Company is informed by the managing underwriter (or, in connection with an offering which is not underwritten, by an investment banker) that the price at which such securities originally requested are to be registered by sold is a price below that price which the requesting Holders shall have indicated to be acceptable, the Company shall promptly notify the requesting Holders of such fact, and each of them such requesting Holder shall have the right to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock withdraw its request to have its Registrable Securities included in such Registrationregistration statement. Nothing contained herein shall require the The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) this Section 3.2. No Incidental Registration registration effected under this Section 2.02 3.2 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release relieve the Company of from its obligations obligation to effect any Demand Registration registrations upon request as provided under Section 2.01 hereof3.1. The Company shall not be obligated to cause any "incidental" registration to be underwritten.

Incidental Registration. (a) IfUntil all securities subject to this Agreement have ceased to be Registrable Securities, at any time following the Effective Time, if the Company proposes proposes, including pursuant to file a Registration Statement Article 2 hereof, to register any equity securities of the Company (collectively, “Other Securities”) for public sale under the Securities Act with respect (whether proposed to an offering of Company Common Stock (i) be offered for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted sale by the Commission)Company or by any other Person) or (ii) for the account of any holders of Company Common Stock (including any pursuant to on a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but form and in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number a manner which would permit registration of Registrable Securities as for sale to the Holder shall request. Upon public under the written direction of any HolderSecurities Act, given within 20 days following the receipt by such Holder of any such it will give prompt written notice (which direction notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within five (5) Business Days after the giving of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder)) the Company will use all commercially reasonable efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders; provided, however, that: (i) if, at any time after giving such written notice of its intention to register Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall include determine for any reason not to register such Other Securities, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of such Other Securities (but not from its obligation to pay Registration Statement Expenses to the extent incurred in connection therewith as provided in Article 11), without prejudice, however, to the rights (an "Incidental Registration" if any) of the Holders to request that such registration be effected as a registration under Article 2; and, collectively with a Demand Registration, a "Registration" (ii) such number the Company will not be required to effect any registration of Registrable Securities as pursuant to this Article 3 if the Company shall have been advised (with a copy to the Holders requesting registration if such notice is in writing) by a nationally recognized investment banking firm (which may be set forth the managing underwriter for the offering) selected by the Company that, in such written direction. Notwithstanding anything contained hereinfirm’s opinion, if a registration of Registrable Securities at that time may interfere with an orderly sale and distribution of the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included securities being sold in such Registration would (i) offering or materially and adversely affect the price of such securities; provided, however, that if an offering of some but not all of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities requested to be registered by each party requesting Incidental Registration the Holders and all other Persons having rights hereunderto include securities held by them in such registration would not adversely affect the distribution or price of the securities to be sold in the offering in the opinion of such firm or are included in such offering notwithstanding any such opinion, then the Company will include in such offering: (x) first, the Other Securities (other than securities requested to be registered pursuant to Section 2), (y) second, the Registrable Securities requested to be registered pursuant to Section 2 and 3, allocated pro rata among such Holders based on the number of shares of Company Common Stock securities duly requested to be included therein by each such Holder and (z) third, all other securities requested to be included in such Registration by registration; and (iii) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Article 3 incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other holders of shares of Company Common Stock employee benefit or compensation plans. (iv) In connection with any underwritten shelf takedown pursuant to contractual incidental registration rights, shall be reduced in proportion Article 2 (whether pursuant to the number exercise of securities originally requested to be registered by each of them to such demand rights or at the extent that, in the lead underwriter's opinion, neither initiative of the effects in Company), the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock Holders may exercise piggyback rights to have included in such Registration. Nothing contained herein shall require the Company to reduce the number of takedown shares of Company Common Stock proposed held by them that are registered on such shelf registration statement on Form S-3. (v) Notwithstanding anything to be issued by the Company contrary in a Registration initiated by this Section 3, the Company Xxxxxx Holders shall not have the right to have any of their Registrable Securities registered pursuant to this Section 3 in connection with respect to an offering the IPO unless Blackstone is registering any of Company Common Stock for its own accountRegistrable Securities in the IPO. (b) No Incidental Registration registration of Registrable Securities effected under this Section 2.02 Article 3 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release relieve the Company of its obligations (if any) to effect any Demand Registration upon request as provided under Section 2.01 hereofregistrations of Registrable Securities pursuant to Article 2.

Incidental Registration. (a) If, at any time following the Effective Timeafter an IPO, the Company proposes to file a Registration Statement register any of its Common Stock under the Securities Act in connection with respect to an a public offering of Company Common Stock (i) such securities solely for its own account cash (other than by a Registration Statement on Form S-4 registration in connection with an acquisition or S-8 (or any substitute form that may be adopted by the Commissionin a manner which would not permit registration of Restricted Securities)) or (ii) for the account of any , it will each such time give prompt written notice to all holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice Restricted Securities of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestholders' rights under this Section 3.1. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder received by the Company within 15 days after the receipt of any such notice (which direction request shall specify the number of Registrable Restricted Securities intended to be disposed of by such Holderholder and the intended method of disposition thereof), the Company shall include will, subject to the terms of this Agreement, use its best efforts to effect the registration under the Securities Act of all Restricted Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Restricted Securities to be so registered, by inclusion of such Registration Statement (an "Incidental Registration" andRestricted Securities in the registration statement which covers the securities which the Company proposes to register, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained hereinPROVIDED that, if at any time after giving written notice of its intention to register any securities and prior to the lead underwriter effective date of an offering involving an Incidental Registration delivers a the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written opinion notice of such determination to each holder of Restricted Securities, and thereupon the Company (i) in the case of a copy of which determination not to register, shall be provided relieved of its obligation to register any Restricted Securities in connection with such registration (but not from its obligation to pay the HoldersRegistration Expenses therewith) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in 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. 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 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 greater amount of Company Common Stock being offered than the market could reasonably absorbregistration statement to which incidental registration rights under this Section 3.1 otherwise apply, then the each Employee Stockholder shall be entitled to incidental registration rights hereunder only with respect to that number of Registrable Restricted Securities bearing the same proportion to all of his Restricted Securities as the Restricted Securities to be registered by Voteco, Colony and their respective Affiliates bears to all Restricted Securities owned by Voteco, Colony and their respective Affiliates in the aggregate. The Company will pay all Registration Expenses in connection with each party requesting Incidental Registration rights hereunder, and the number registration of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock Restricted Securities requested pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof3.1.

Incidental Registration. (a) If, at At any time following the Effective Time, the Company proposes or is required to file a Registration Statement register any shares of Common Stock under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than in connection with a Registration Statement on Form S-4 business acquisition or S-8 (combination or any substitute form that may be adopted by the Commissionan employee benefit plan)) , whether in connection with a primary or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)secondary offering, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number holder of Registrable Securities as at least 20 days prior to the Holder shall request. initial filing of such Registration Statement with the SEC of the Company’s intent to file such Registration Statement and of such holder’s rights under this Section 5B. Upon the written direction request of any Holder, given holder of Registrable Securities made within 20 10 days following the receipt by such Holder of after any such written notice is given (which direction request shall specify the number of Registrable Securities intended to be disposed of by such Holderholder), the Company shall use its reasonable best efforts to effect the registration (an “Incidental Registration”) under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each 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, the Company shall be permitted to delay registering any Registrable Securities under this Section 5B during the period that the registration of such other securities is delayed. (b) If the sole or managing underwriter of an Incidental Registration advises the Company in writing that in its opinion the number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability of such securities, then the Company shall include in such Incidental Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of the Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter and other securities of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy in the following order of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would priority: (i) materially and adversely affect first, the price greatest number of securities of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock proposed to be included in such Registration registration by other holders the Company for its own account, which in the opinion of shares such underwriters can be so sold; (ii) second, after all of the securities that the Company Common Stock pursuant proposes to contractual incidental registration rightsregister, the greatest number of Registrable Securities proposed to be registered by Securityholders which in the opinion of such underwriters can be so sold, such amount to be allocated ratably among the Securityholders based on the amount of Registrable Securities held by each such Securityholder (or, if any Securityholder does not request to include its ratable share, such excess shall be reduced in proportion allocated ratably among those Securityholders requesting to include more than their allocable share); and (iii) third, after all securities that the Company and Securityholders propose to register, the greatest number of securities originally held by Persons with Other Registration Rights requested to be registered by each of them to the extent that, holders thereof which in the lead underwriter's opinionopinion of such underwriters can be so sold, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed amount to be issued allocated ratably among the respective holders thereof based on the amount of securities held by the Company in a Registration initiated by the Company with respect each such holder (or, if any holder does not request to an offering of Company Common Stock for include its own account. (b) No Incidental Registration effected under this Section 2.02 ratable share, such excess shall be deemed allocated ratably among those holders requesting to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereofinclude more than their allocable share).

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company proposes to file a Registration Statement register any of its equity securities (as defined in the Exchange Act) under the Securities Act with respect (other than pursuant to an offering of Company Common Stock (i) Section 1.1 or pursuant to a Special Registration), whether or not for sale for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute account, and the registration form that to be used may be adopted by the Commission)) or (ii) used for the account registration of any holders of Company Common Stock (including any pursuant to a Demand Registration)Registrable Securities, the Company shall it will each such time give prompt written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number all holders of Registrable Securities as the Holder shall request. Upon of its intention to do so and of such holders' rights under this Section and, upon the written direction request of any Holder, holder of Registrable Securities given to the Company within 20 30 days following after the receipt by such Holder of Company has given any such written notice (which direction request shall specify the number of Registrable Securities intended to be disposed of by such Holderholder and the intended method of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that: (a) if such registration shall be in connection with the Underwritten Public Offering of the Common Stock, the Company shall not include any Registrable Securities in such proposed registration if the Board shall have deter mined, after consultation with the managing underwriters for such offering, that it is not in the best interests of the Company to include any Registrable Securities in such registration, provided that, if the Board makes such a determination, the Company shall not include in such registration any securities not being sold for the account of the Company; (b) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities or other securities that was previously notified of such registration and, thereupon, shall not register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities to request that a registration be effected under Section 1.1; (c) if the Company shall be advised in writing by the managing underwriters (or, in connection with an offering which is not underwritten, by an investment banker) (and the Company shall so advise each holder of Registrable Securities requesting registration of such advice) that in their or its opinion the number of securities requested to be included in such registration (whether by the Company, pursuant to this Section 1.2 or pursuant to any other rights granted by the Company to a holder or holders of its securities to request or demand such registration or inclusion of any such securities in any such registration) exceeds the number of such securities which can be sold in such offering, (i) the Company shall include in such Registration Statement registration the number (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration"if any) such number of Registrable Securities so requested to be included which in the opinion of such underwriters or investment banker, as the case may be, can be sold and shall be set forth not include in such written direction. Notwithstanding anything contained hereinregistration any securities (other than securities being sold by the Company, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock have priority in being included in such Registration would (iregistration) materially and adversely affect the price of the Company Common Stock so requested to be offered or included other than Registrable Securities unless all Registrable Securities requested to be so included are included therein, and (ii) result if in a greater amount the opinion of Company Common Stock being offered than such underwriters or investment banker, as the market could reasonably absorbcase may be, then some but not all of the Registrable Securities may be so included, all holders of Registrable Securities requested to be included therein shall share pro rata in the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and included in such Underwritten Public Offering on the basis of the number of shares of Company Common Stock Registrable Securities requested to be included in therein by such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rightsholders, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent provided that, in the lead underwriter's opinioncase of a registration initially requested or demanded by a holder or holders of securities other than Registrable Securities, neither the holders of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.Registrable Securities

Incidental Registration. (a) If, at any time following prior to the Effective Timeeffectiveness of the Shelf Registration Statement, the Company Parent proposes to file a Registration Statement register any of its securities under the Securities Act with respect to an offering of Company Common Stock (other than by (i) for its own account (other than a the Registration Statement on Form S-4 (as defined in the Merger Agreement) or S-8 the Exchange Offer Registration Statement (or any substitute form that may be adopted by as defined in the Commission)Merger Agreement) or (ii) for the account of any holders of Company Common Stock (including any pursuant to by a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but registration in any event connection with an acquisition in a manner which would not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number permit registration of Registrable Securities as for sale to the Holder shall request. public, on Form S-8, or any successor form thereto, relating to a stock option plan, stock purchase plan, managing directors' plan, savings or similar plan and other than pursuant to Section 2A), whether or not for sale for its own account, it will each such time give prompt written notice to all Holders of its intention to do so and of such Holders' rights under this Section 2B. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written Holder made within 30 days after the receipt of any such notice (which direction request shall specify the number of Registrable Securities intended to be disposed of by such HolderHolder and the intended method of disposition thereof), the Company shall include in such Registration Statement (an "Incidental Registration" andParent will, collectively with a Demand Registrationsubject to the terms of this Agreement, a "Registration") such number use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained hereinwhich the Parent has been so requested to register by the Holders thereof, 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 extent required to permit the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price disposition of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered registered, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Parent proposes to register; provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Parent shall determine for any reason either not to register or to delay registration of such securities, the Parent shall give written notice of such determination to each party requesting Incidental Registration rights hereunderHolder and, and thereupon, (i) in the number case of shares of Company Common Stock a determination not to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rightsregister, shall be reduced relieved of its obligation to register any Registrable Securities in proportion connection with such registration (but not from its obligation to the number of securities originally requested to be registered by each of them to the extent thatpay any expenses incurred in connection with such registration as provided in Section 4 hereof), in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from in the number case of shares of Company Common Stock included a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such Registrationother securities. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration registration effected under this Section 2.02 2B shall relieve the Parent of its obligation to effect any registration under Section 2A, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 2.01 hereof 2A. (b) If (i) a registration pursuant to this Section 2B involves an underwritten offering of the securities being so registered, whether or not for sale for the account of the Parent, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall release inform the Company Holders requesting such registration of its obligations belief that the number of securities requested to effect any Demand Registration upon request as provided under Section 2.01 hereofbe so included in such registration exceeds the number which can be sold in (or during the time of) such offering, then the Parent will include in such registration, to the extent of the number which the Parent is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Parent to be sold for its own account and second, the Registrable Securities and all other securities held by third parties that had requested that their securities be included in such registration, pro rata on the basis of the number of shares of such securities so proposed to be sold and so requested to be included by all such selling stockholders.

Incidental Registration. (a) If, If at any time following on or after the Effective Time, IPO Date (other than in connection with an IPO) the Company proposes to file a Registration Statement register shares of its Common Stock under the Securities Act (other than (i) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to an offering corporate reorganizations or other transactions under Rule 145 of Company Common Stock (i) the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (other than a Registration Statement on Form S-4 or S-8 (or including, without limitation, any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any registration effected pursuant to Section 4 hereof), in a Demand Registrationmanner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). (b) At such time, the Company shall give prompt written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number all Holders of Registrable Securities as of its intention to register its shares of Common Stock. (c) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Holder shall request. Upon the Company a written direction of any Holder, given notice within 20 fifteen (15) days following after the receipt by such Holder of any such the Company’s notice. Such Holder’s written notice (which direction shall specify the number of Registrable Securities shares of Common Stock intended to be disposed of by such Holder), which might be all or a portion of such Holder’s holdings in the Company’s Common Stock. The Company will, subject to Sections 3(d) and (g) below, use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Company’s Registrable Securities so to be registered; provided that (x) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall include in determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number determination to each Holder of Registrable Securities as and, thereupon, shall be set forth relieved of its obligation to register any Registrable Securities in connection with such registration (provided, however, that this clause (c)(x) shall not relieve the Company of its obligations in connection with any registration effected or required to be effected under Section 4 hereof), and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be 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 (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (d) If a registration requested pursuant to this Section 3 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such written directionregistration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (e) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (f) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3. Notwithstanding anything contained hereinAll Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (g) If a registration pursuant to this Section 3 involves an underwritten offering and the managing underwriter determines in good faith (or, if in the lead underwriter case of an offering involving an Incidental “Underwritten Take-Down” (as such term is defined in the Registration delivers a written opinion Agreement) pursuant to Section 2 of the Company (a copy Registration Agreement, the managing underwriter of which shall be provided to the Holderssuch offering determines in good faith) that marketing factors require a limitation on the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock securities to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbunderwritten, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to securities that may be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall will be reduced in proportion limited to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinionopinion of such underwriter , neither of should be included, and the effects securities to be included in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein underwriting shall require be allocated, first, to the Company or to reduce the number holders of shares of Company Common Stock proposed to be issued by the Company “Registrable Securities” participating in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected “Underwritten Take-Down” pursuant to Section 2.01 2 of the Registration Agreement (as each such term is defined in the Registration Agreement) based on whether the initial registration of Common Stock under Section 3(a) hereof or shall release is for the account of the Company or such holders, second, until the first (1st) anniversary of its obligations the IPO Date, pro rata to effect all requesting Holders who are “Electing Lenders” (as such term is defined in the Joinder Agreement) on the basis of the relative number of Registrable Securities then held by each such Holder (provided that any Demand Registration upon securities thereby allocated to any such Holder that exceed such Holder’s request as will be reallocated among the remaining requesting Holders in like manner) and, third, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder (provided under Section 2.01 hereofthat any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company proposes to file a Registration Statement register (other than pursuant to Section 5.01) any of its authorized but unissued shares of Company 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 each such occasion (including the occasion of the registration effected in connection with respect the 1998 Offering), give prompt written notice to all holders of Registrable Securities 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 Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may and, if so, the identity of the managing underwriter and whether such offering will be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration"best efforts" or "firm commitment" underwriting), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder of Registrable Securities delivered to the Company within 15 days after such notice shall have been given to such holder (which direction request shall specify the number of Registrable Securities intended to be disposed of by such Holderholder and the intended method of disposition thereof), the Company shall include use its best efforts to effect the registration under the Securities Act, as expeditiously as is reasonable, of all Registrable Securities that the Company has been so requested to register by the holders of Registrable Securities, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided, however, that: (i) if, at any time after giving such Registration Statement (an "Incidental Registration" andwritten notice of its intention to register any of such securities and prior to the effective date of the registration statement filed in connection with such registration, collectively with a Demand Registrationthe Company shall determine for any reason not to register such securities, a "Registration") the Company may, at its election, give written notice of such number determination to each holder of Registrable Securities as that has requested to register Registrable Securities and thereupon the Company shall be set forth relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith to the extent provided in Section 5.02(b)), without prejudice, however, to the rights of any one or more holders to request such registration be effected as a registration under Section 5.01; (ii) if (A) the registration so proposed by the Company involves an underwritten offering of the securities so to be registered, to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering selected by the Company shall advise the Company that, in its judgment, the number of securities proposed to be included in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to by the Company (a copy for purposes of which shall be provided to the Holdersthis Section 5.02(a), "Company Securities") that and the number of shares of Company Common Stock Registrable Securities proposed to be included in such Registration would (i) materially and adversely affect offering by the price of the Company Common Stock holder or holders thereof should be limited due to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbconditions, then the Company shall promptly advise each such holder of Registrable Securities thereof and may require, by written notice to each such holder accompanying such advice, that, to the extent necessary to meet such limitation, all holders of Registrable Securities proposing to sell shares of Registrable Securities in such offering shall share pro rata in the number of shares of Registrable Securities to be excluded from such offering, such sharing to be based on the respective numbers of shares of Registrable Securities as to which registration has been requested by such holders, and that the distribution of such Registrable Securities as are so excluded be deferred (in case of a deferral as to a portion of such Registrable Securities, such portion to be allocated among such holders in proportion to the respective numbers of shares of Registrable Securities so requested to be registered by each party requesting Incidental Registration rights hereundersuch holders) until the completion of the distribution of such securities by such underwriters, and provided, however, that Registrable Securities shall, if requested by the number Stockholders, constitute a minimum of 20% of the total amount of shares of Company Common Stock to be included sold in any offering; (iii) the Company shall not be obligated to effect any registration of Registrable Securities under this Section 5.02 that is incidental to the registration of any of its securities in connection with any merger, acquisition, exchange offer, dividend reinvestment plan or stock option or other employee benefit plan; (iv) with respect to the 1998 Offering, only an Original Stockholder may include its Registrable Securities in such Registration by offering, subject to the other limitations of this Agreement, and the Company shall not be obligated to effect the registration of more than 1,500,000 Registrable Securities of any Original Stockholder pursuant to this Section 5.02. No registration of Registrable Securities effected under this Section 5.02 shall relieve the Company of its obligation to effect registrations of Registrable Securities upon the request of one or more holders of pursuant to Section 5.01. (b) There shall be no registration obligation pursuant to this Section 5.02 with respect to shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountthat are not Registrable Securities. (bc) No Incidental The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities effected under by it pursuant to this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof5.02.

Incidental Registration. 3.1 After the three (a3) Ifmonth anniversary of the Rights Effective Date, at any time following and until the date that is the fifth anniversary of the Rights Effective TimeDate, subject to the other restrictions contained in this Section 3, if the Company proposes proposes, other than pursuant to file a Registration Statement Section 2, to register any equity securities of the Company (collectively, “Other Securities”) for public sale under the Securities Act with respect (whether proposed to an offering of Company Common Stock (i) be offered for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted sale by the Commission)Company or by any other Person) or (ii) for the account of any holders of Company Common Stock (including any pursuant to on a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but form and in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number a manner which would permit registration of Registrable Securities as for sale to the Holder shall request. Upon public under the written direction of any HolderSecurities Act, given within 20 days following the receipt by such Holder of any such it will give prompt written notice (which direction notice shall specify the intended Registration and distribution) to Holders of its intention to do so (such notice, an “Incidental Notice”), and upon the written request of Holders delivered to the Company within five (5) Business Days after the giving of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by Holders) the Company will use its commercially reasonable efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders (a “Piggyback Registration”); provided, however, that: (a) if, at any time after giving such Holder)written notice of its intention to register Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall include determine for any reason not to register such Other Securities, the Company may, at its election, give written notice of such determination to Holders, if they requested registration, and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of such Other Securities (but not from its obligation to pay Registration Statement Expenses to the extent incurred in connection therewith as provided in Section 11), without prejudice, however, to the rights (an "Incidental Registration" and, collectively with if any) of Holders to request that such registration be effected as a Demand Registration, a "Registration"registration under Section 2; (b) such number the Company will not be required to effect any registration of Registrable Securities as pursuant to this Section 3 if the Company shall be set forth have been advised by the managing underwriter for the offering selected by the Company that, in such written direction. Notwithstanding anything contained hereinfirm’s opinion, if the lead underwriter a registration of an offering involving an Incidental Registration delivers a written opinion to Registrable Securities and other securities of the Company (a copy at that time may interfere with an orderly sale and distribution of which shall be provided to the Holders) that the number of shares of Company Common Stock included securities being sold in such Registration would (i) offering or materially and adversely affect the price of such securities; provided, however, that if an offering of some but not all of the Company Common Stock Registrable Securities requested to be offered registered by the Holders and securities of all other Persons having rights to include securities held by them in such registration would not adversely affect the distribution or (ii) result price of the securities to be sold in a greater amount the offering in the opinion of Company Common Stock being offered than the market could reasonably absorbsuch firm, then the number of Registrable Company will include in such offering: first, the Other Securities to be registered by each party requesting Incidental Registration rights hereunderfor the Company’s account, and second, the Registrable Securities requested to be registered pursuant to Section 3, allocated pro rata among the Registrable Securities based on the number of shares of Company Common Stock that the Holders beneficially own as of the date of the Incidental Notice, and third, all Other Securities requested to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.registration; and

Incidental Registration. (a) If, at any time following the Effective Timeafter an IPO, the Company proposes to file a Registration Statement register any of its Membership Units under the Securities Act in connection with respect to an a public offering of Company Common Stock (i) such securities solely for its own account cash (other than by a Registration Statement on Form S-4 registration in connection with an acquisition or S-8 (or any substitute form that may be adopted by the Commissionin a manner which would not permit registration of Restricted Securities)) or (ii) for the account of any , it will each such time give prompt written notice to all holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice Restricted Securities of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestholders’ rights under this Section 10.1. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder received by the Company within fifteen (15) days after the receipt of any such notice (which direction request shall specify the number of Registrable Restricted Securities intended to be disposed of by such Holderholder and the intended method of disposition thereof), the Company shall include will, subject to the terms of this Agreement, use its best efforts to effect the registration under the Securities Act of all Restricted Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Restricted Securities to be so registered, by inclusion of such Registration Statement (an "Incidental Registration" andRestricted Securities in the registration statement which covers the securities which the Company proposes to register, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained hereinprovided that, if at any time after giving written notice of its intention to register any securities and prior to the lead underwriter effective date of an offering involving an Incidental Registration delivers a the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written opinion notice of such determination to each holder of Restricted Securities, and thereupon the Company (i) in the case of a copy of which determination not to register, shall be provided relieved of its obligation to register any Restricted Securities in connection with such registration (but not from its obligation to pay the HoldersRegistration Expenses therewith) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in 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. 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 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 greater amount of Company Common Stock being offered than the market could reasonably absorbregistration statement to which incidental registration rights under this Section 10.1 otherwise apply, then the Ribis and each Employee Unit Holder shall be entitled to incidental registration rights hereunder only with respect to that number of Registrable Restricted Securities bearing the same proportion to all of his or her Restricted Securities as the Restricted Securities to 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 aggregate. The Company will pay all Registration Expenses in connection with each party requesting Incidental Registration rights hereunder, and the number registration of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock Restricted Securities requested pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof10.1.

Incidental Registration. (a) If, at any time following the Effective Time, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account In addition to, and independent of the rights afforded by Section 1(a), prior to filing with the Commission any Registration Statement (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted successor forms to such Forms) with respect to (A) any public offering by and for the account of the Company of its equity securities or any securities convertible into or exchangeable or exercisable for such equity securities or (B) any public offering by the Commission)) or (ii) Company for the account of any holders of Company Common Stock (including equity securities of the Company, of the Company's equity securities or any pursuant to a Demand Registration)securities convertible into or exchangeable or exercisable for such equity securities, the Company shall notify each holder of the Registrable Securities of such proposed filing, specifying whether such offering is to be an Underwritten Offering. Any such holder wishing to have any of such holder's Registrable Securities included in such Registration Statement shall promptly (and in any event within 30 days after such notice is given by the Company) give written notice to the Company requesting registration of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date)holder's Registrable Securities, and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify specifying the number of Registrable Securities intended requested to be disposed registered and describing the proposed method of by such Holder)disposition thereof, the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, and if the lead underwriter of an proposed offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock is to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorban Underwritten Offering and such holder wishes to participate therein, then specifying the number of Registrable Securities which such holder wishes to be registered dispose of pursuant to such Underwritten Offering. (ii) If the proposed public offering as to which notice is given by each party requesting Incidental Registration rights hereunderthe Company pursuant to Section 1(b)(i) is other than an Underwritten Offering, and the number of shares of Company Common Stock shall use its reasonable best efforts to register the Registrable Securities requested to be included in its Registration Statement and, in connection therewith, to prepare and make available a Prospectus meeting the requirements of Section 10(a) of the Securities Act for such Registration period as may be required by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion the Securities Act. (iii) At any time prior to the number of securities originally requested time that a Registration Statement as to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued which notice has been given by the Company in a Registration initiated pursuant to Section 1(b) has been filed by the Company with respect or, if filed, has been declared effective, the Company may determine not to an offering file, or may withdraw, such Registration Statement, in either of which events the Company Common Stock for its own account. (b) No Incidental Registration effected under shall have no obligation pursuant to this Section 2.02 shall be deemed 1(b) to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect register any Demand Registrable Securities in connection with such proposed Registration upon request as provided under Section 2.01 hereofStatement.

Incidental Registration. Subject to the terms and conditions set forth in this Article VII, if the Company proposes at any time to register any Company Securities (athe "Initially Proposed Securities") under the Securities Act for sale (other than a registration statement required to be filed in respect of the Plans or relating to acquisitions), whether or not for its own account, pursuant to an underwritten offering, the Company will promptly give written notice to the Holders of its intention to effect such a registration (which notice shall specify, to the extent known, the proposed offering price, the number of Company Securities proposed to be registered and the distribution arrangements, including indemnification of underwriters), and any Holder shall be entitled to include in such registration statement, as a part of such underwritten offering, such Registrable Securities (the "Holder Securities") to be sold for the account of such Holders (on the same terms and conditions as the Initially Proposed Securities ) as shall be specified in a request in writing (complying with the requirements for a request set forth in Section 7.2(a)) delivered to the Company within 5 days after the date upon which the Company gave the aforementioned notice. The Company's obligation to include Holder Securities in a registration statement pursuant to this Section 7.3 is subject to each of the following limitations, conditions and qualifications: (i) The Company shall not be required to register any Holder Securities which amount the Holder is able to qualify for sale under Rule 144 or otherwise within a three month period, or under a comparable rule or regulation, provided that the Company shall be required to register all Holder Securities in excess of such amount so qualified under Rule 144 or otherwise. (ii) If any Holder shall submit a request for registration of Holder Securities pursuant to this Section 7.3, the Company shall use Best Efforts to effect the registration under the Securities Act of all Holder Securities that the Company has been so requested to register, subject to the terms and conditions of this Agreement. (iii) If, at any time following after giving such written notice of its intention to effect a registration pursuant to this Section 7.3 and prior to the Effective Time, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account effective date of any holders of Company Common Stock (including any pursuant to a Demand Registration)registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such proposed filing determination to each Holder as soon as practicable (but in the Holders and thereupon it shall be relieved of its obligation to use any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity efforts to register any Holder Securities in connection with such number aborted registration. (iv) If, in the opinion of Registrable Securities as the managing underwriter(s) of such offering, the distribution of all or a specified portion of the Holder shall request. Upon Securities would materially interfere with the written direction of any Holderregistration and sale, given within 20 days following in accordance with the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder)method thereof, the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbInitially Proposed Securities, then the number of Registrable Holder Securities and Company Securities to be registered by each party requesting Incidental Registration on behalf of any Person (other than the Company) entitled to exercise incidental registration rights hereunder, and the number of shares of Company Common Stock with respect to such registration ("Other Holders") to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, statement shall first be reduced in proportion to pro rata among the Holders on the basis of the number of securities originally Securities that each such Holder requested be included, followed by a pro rata reduction among Other Holders on the same terms, to be registered by each of them to the extent such number, if any, that, in the lead underwriter's opinionopinion of such managing underwriter(s), neither can be included without such interference. If, as a result of the effects cutback provisions of the preceding sentence, any Holder is not entitled to include all of the Holder Securities in such registration that such Holder requested be so included, such Holder may elect to withdraw its request to include such Holder Securities in such registration (a "Withdrawal Election"); provided, that a Withdrawal Election shall be irrevocable and Holder shall no longer have any right to include any Holder Securities in the foregoing clauses registration as to which such Withdrawal Election was made. (v) As a condition to Holder's right to include Holder Securities in a registration pursuant to this Section 7.3, Holder shall, if requested by the Company or the managing underwriter(s) in connection with such registration and distribution, (i) agree to sell the Holder Securities on the basis provided in any underwriting arrangements entered into in connection therewith and (ii) would result from complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents which are customary in similar transactions and required under the number terms of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountunderwriting arrangements. (bvi) No Incidental Registration effected under this Section 2.02 shall be deemed If any Holder disapproves of the terms of any such registration, he may elect to have been effected pursuant withdraw therefrom by written notice to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereofand the managing underwriter(s).

Incidental Registration. (a) If, at any Each time following the Effective Time, the Company proposes shall determine to file proceed with the actual preparation and filing of a Registration Statement registration statement under the Securities Act in connection with respect to an offering the proposed offer and sale for cash of Company Common Stock (i) for any of its own account securities by it or any of its security holders (other than a Registration Statement registration statement on Form S-4 or S-8 (or any substitute a form that may be adopted does not permit the inclusion of shares by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registrationits security holders), the Company shall will give written notice of its determination to Digi. If the registration which is the subject of the notice to Digi by the Company would result in the Company's first registration of securities under the Securities Act, Digi shall have the right to defer filing such proposed filing to each Holder as soon as practicable registration for a period of not more than twelve (but in any event not less than 30 days before 12) months after Digi's receipt of the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestCompany's notice. Upon the written direction request of any Holder, Digi given within 20 30 days following the after receipt by such Holder of any such written notice (which direction shall specify from the number of Registrable Securities intended to be disposed of by such Holder)Company, the Company shall include in such Registration Statement (an "Incidental Registration" andwill, collectively with a Demand Registrationexcept as herein provided, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of cause all Conversion Stock for which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock Digi has requested registration to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rightsstatement, shall be reduced in proportion to the number of securities originally requested to be registered by each of them all to the extent thatrequisite to permit the sale or other disposition by Digi of such Conversion Stock; provided, however, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, and if Digi so requests the Company shall promptly complete the registration for Digi's benefit and Digi shall bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section 10.2 shall be underwritten in whole or in part, the Company may require that the Conversion Stock requested for inclusion pursuant to this Section 10.2 be included in the lead underwriter's opinion, neither underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In the event that the Conversion Stock requested for inclusion pursuant to this Section 10.2 would constitute more than 25% of the effects in the foregoing clauses (i) and (ii) would result from the total number of shares of Company Common Stock to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such Registration. Nothing contained herein shall require public offering the Company to inclusion of all of the Conversion Stock originally covered by a request for registration would reduce the number of shares of Company Common Stock proposed to be issued offered by the Company in a Registration initiated or interfere with the successful marketing of the shares of stock offered by the Company with respect Company, the number of Conversion Stock otherwise to an be included in the underwritten public offering of Company Common may be reduced. Conversion Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 which is thus excluded from the underwritten public offering shall be deemed withheld from the market by Digi for a period not to have been effected pursuant to Section 2.01 hereof or shall release exceed 90 days, which the Company of its obligations managing underwriter reasonably determines is necessary in order to effect any Demand Registration upon request as provided under Section 2.01 hereofthe underwritten public offering.

Incidental Registration. (a) If, If the Company at any time following proposes to register any of its securities under the Effective TimeAct, whether of its own accord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of registration statement proposed to be used may be used for the registration of Registerable Securities, the Company proposes will give notice to file a Registration Statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 10 days nor more than 30 days before prior to the anticipated filing dateof such registration statement of its intention to proceed with the proposed registration (the "Incidental Registration"), and such notice shall offer each Holder the opportunity to register such number and, upon written request of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given made within 20 ten (10) days following after the receipt by such Holder of any such written notice (which direction shall request will specify the number of Registrable Registerable Securities intended to be disposed of by such Holderthe Holder and state the intended method of disposition thereof), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number will use its best efforts to cause all Registerable Securities of Registrable Securities Holder as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities registration has been requested to be registered by each party requesting Incidental Registration rights hereunderunder the Act, and the number of shares of Company Common Stock provided that if such registration is in connection with an underwritten public offering, Holder's Registerable Securities to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced offered upon the same terms and conditions as apply to any other securities included in proportion such registration. Notwithstanding anything contained in this Section 1.2 to the number of securities originally requested contrary, the Company shall have no obligation to cause Registerable Securities to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering any Registerable Securities which shall be eligible for resale under Rule 144(k) of Company Common Stock for its own accountthe Securities Act. (b) No If an Incidental Registration effected under this Section 2.02 shall is a primary registration on behalf of the Company and is in connection with an underwritten public offering, and if the managing underwriters advise the Company in writing that in their opinion the amount of securities requested to be deemed to have been effected included in such registration (whether by the Company, the Holder, or other holders of the Company's securities pursuant to Section 2.01 hereof or shall release any other rights granted by the Company to demand inclusion of its obligations any such securities in such registration) exceeds the amount of such securities which can be successfully sold in such offering, the Company will include in such registration the amount of securities requested to effect be included which in the opinion of such underwriters can be sold, in the following order (A) first, all of the securities the Company proposes to sell, and (B) second, any Demand other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the amount of such securities then owned by such holders. (c) If an Incidental Registration upon request as provided under Section 2.01 hereofis a secondary registration on behalf of holders of securities of the Company and is in connection with an underwritten public offering, and if the managing underwriters advise the Company in writing that in their opinion the amount of securities requested to be included in such registration (whether by such holders, by the Holder, or by holders of the Company's securities pursuant to any other rights granted by the Company to demand inclusion of securities in such registration) exceeds the amount of such securities which can be sold in such offering, the Company will include in, such registration the amount of securities requested to be included which in the opinion of such underwriters can be sold, in the following order (A) first, all of the securities requested to be included by holders demanding or requesting such registration, and (B) second, any other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the amount of such securities then owned by such holders.

Incidental Registration. Subject to Section 10, if at ----------------------- any time the Corporation determines that it shall file a registration statement under the Securities Act (aother than a registration statement on a Form S-4 or S-8 or any successor or similar forms) Ifon any form that also would permit the registration of the 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 its Common Stock to be sold for cash, the Corporation shall each such time promptly give each Holder written notice 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 date of such notice, and advising each Holder of its right to have Registrable Securities included in such registration. Upon the written request of any Holder received by the Corporation no later than fifteen days after the date of the Corporation's notice, the Corporation shall use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has so requested to be registered; provided that if, at any time following after giving written notice of its -------- intention to register any securities and prior to the Effective Timeeffective date of the registration statement filed in connection with such registration, the Company proposes Corporation shall determine for any reason not to file a Registration Statement under proceed with the Securities Act with respect proposed registration of the securities to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted sold by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)it, the Company shall Corporation may, at its election, give written notice of such proposed filing determination to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses in connection therewith), without prejudice, however, to the rights of any Holder to request such registration to be effected as the Holder shall requesta registration under Section 4. Upon If, in the written direction 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 (i) first, all the securities the Corporation proposes to sell for its own account or is required to register on behalf of any Holderthird party exercising rights similar to those granted in Section 4(a) and without having the adverse effect referred to above, given within 20 days following and (ii) second, to the receipt by such Holder extent that the number of securities which the Corporation proposes to sell for its own account pursuant to this Section 5 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 written notice (which direction shall specify 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 intended and other shares of Common -------- Stock requested to be disposed 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 by securities to be included in such Holder)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 Company shall include number of such Registerable Securities requested to be included in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") 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 as shall each such Holder has requested to be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, registration and the number of shares of Company Common Stock requested to be included in such Registration registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountthird parties. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (a) If, If at any time following the Effective Time, the Company (but without any obligation to do so) Newco proposes to file register (including a Registration Statement registration effected by Newco for shareholders other than the Holders) any shares of Common Stock under the Securities Act in connection with respect to an the public offering of Company Common Stock 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) for its own account relating solely to the sale of securities to participants in a Company stock or stock option plan, (other than ii) pursuant to a Registration Statement on Form S-4 or Form S-8 (or any substitute successor forms) or any form that may does not include substantially the same information, other than information relating to the selling shareholders or their plan of distribution, as would be adopted by required to be included in a Registration Statement covering the Commission)sale of Registrable Securities, (iii) in connection with any dividend reinvestment or similar plan, or (iiiv) for the account sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any holders of Company Common Stock (including any pursuant to a Demand Registrationsimilar business combinations transaction), the Company Newco shall promptly give each Holder written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 registration at least 10 days before the anticipated filing date), and date of any such Registration Statement. Such notice shall offer describe fully the proposed method of distribution of the securities being registered. If the registration of which Newco gives notice is for a registered public offering involving an underwriting, Newco shall so advise each Holder of the opportunity Holders as a part of the written notice given pursuant to register such number of Registrable Securities as the Holder shall requestthis Article. Upon the written direction request of any Holder, Holder given within 20 10 days following 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 written notice 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 (which direction 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 specify 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 number of Registrable Securities, if any, that may be included in the underwriting shall be allocated among all Holders thereof in proportion (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 be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that diminish the number of shares of Company Common Stock included to be sold by Newco in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, underwriting. Newco and the number of shares of Company Common Stock to be included in such Registration underwriter(s) selected by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, Newco shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company make all determinations with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 the timing, pricing and other matters related to the offering, provided that no Holder shall be deemed obligated to have been effected pursuant sell any Registrable Securities in such offering and may be withdrawn at any time for any reason, including a disagreement with respect to Section 2.01 hereof or shall release the Company of its obligations timing, pricing and other matters related to effect any Demand Registration upon request as provided under Section 2.01 hereofthe offering.

Incidental Registration. (ai) If, at At any time following the Effective Timesecond anniversary of the Closing Date, the Company if TriPath proposes to file a Registration Statement with the SEC for a public offering and sale of the securities of TriPath either for its own account or the account of a security holder or holders pursuant to demand registration rights (a "Requesting Security Holder"), it will, prior to such filing, give written notice to Quest Diagnostics of its intention to do so and, upon the written request of Quest Diagnostics given within ten (10) trading days after TriPath provides such notice (which request shall state the intended method of disposition of the Warrant Shares and include only such number of Warrant Shares that TriPath may then sell in accordance with Section 4.2 hereof), TriPath shall use its commercially reasonable efforts to cause all Warrant Shares that TriPath has been requested by Quest Diagnostics to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with respect the intended methods of distribution specified in the request of Quest Diagnostics; provided, however, that notwithstanding the specified method of distribution, in no circumstance will TriPath be required to effect or participate in any distribution by means of an underwriting and shall do so only in its sole discretion; and provided further, however, that TriPath shall have the right to postpone or withdraw any registration effected pursuant to this Section 4.1.2 at any time before it becomes effective or withdraw, postpone or terminate the offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or after it becomes effective without regard to whether Quest Diagnostics has requested TriPath to include Warrant Shares in such registration and without any substitute form that may be adopted by the Commission)) or further obligation to Quest Diagnostics. (ii) for the account of In connection with any holders of Company Common Stock (including offering under this Section 4.1.2 involving an underwriting, TriPath shall not be required to include any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include Warrant Shares in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number underwriting unless Quest Diagnostics accepts the terms of Registrable Securities the underwriting as shall be set forth agreed upon between TriPath and the underwriters selected by it. If in such written direction. Notwithstanding anything contained herein, if the lead opinion of the managing underwriter of an underwritten offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included inclusion in such Registration underwritten distribution of all, or part of, the Warrant Shares would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbsuch public offering, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included TriPath will include in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rightsregistration, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included that TriPath is so advised can be sold in such Registration. Nothing contained herein shall require the Company offering, (A) first, securities TriPath proposes to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock sell for its own account, (B) second, securities a Requesting Security Holder proposes to sell (whether through the exercise of demand or incidental registration rights), (C) third, up to the full number of Warrant Shares that TriPath has been requested to register, and (D) fourth, any other securities of TriPath included in such registration by the holders thereof. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. Subject to Section 5 hereof and the other terms and conditions set forth in this Section 3, if the Company proposes at any time to register any shares of Common Stock (athe "Initially Proposed Shares") under the Securities Act for sale, whether or not for its own account, pursuant to an underwritten offering, the Company will promptly give written notice to the Holders of its intention to effect such registration (such notice to specify, among other things, the proposed offering price, the kind and number of securities proposed to be registered and the distribution arrangements, including identification of the underwriter(s)), and the Holders shall be entitled to include in such registration statements, as a part of such underwritten offering, such number of shares (the "Holder Shares") to be sold for the account of the Holders (on the same terms and conditions as the Initially Proposed Shares) as shall be specified in a request in writing delivered to the Company within 15 days after the date upon which the Company gave the aforementioned notice. The Company's obligations to include Holder Shares in a registration statement pursuant to this Section 3 is subject to each of the following limitations, conditions and qualifications: (i) If, at any time following the Effective Time, the Company proposes after giving written notice of its intention to file effect a Registration Statement under the Securities Act with respect to an offering registration of Company any of its shares of Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by and prior to the Commission)) or (ii) for the account effective date of any holders of Company Common Stock (including any pursuant to a Demand Registration)registration statement filed in connection with such registration, the Company shall determine for any reason not to register all of such shares, the Company may, at its election, give written notice of such proposed filing determination to each Holder as soon as practicable (but in the Holders and thereupon it shall be relieved of its obligation to use any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity efforts to register any Holder Shares in connection with such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or aborted registration. (ii) result If, in the opinion of the managing underwriter(s) of such offering, the distribution of all or a greater amount specified portion of Company Common Stock being offered than the market could reasonably absorbHolder Shares would materially interfere with the registration and sale, in accordance with the intended method thereof, of the Initially Proposed Shares, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock Holder Shares to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, statement shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent such number, if any, that, in the lead underwriter's opinionopinion of such managing underwriter(s), neither can be included without such interference. If, as a result of the effects cutback provisions of the preceding sentence, the Holders are not entitled to include all of the Holder Shares in such registration, such Holders may elect to withdraw their request to include Holder Shares in such registration (a "Withdrawal Election"). If the foregoing clauses Company shall so request in writing, each Holder agrees not to effect any public or private sale or distribution of any Registrable Securities (iother than the Holder Shares) during the 15-day period prior to and (ii) would result from during the number 45-day period beginning on, the closing date of any underwritten public offering of shares of Company Common Stock included in such Registration. Nothing contained herein shall require made for the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its Company's own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company proposes to file a Registration Statement register any of its equity securities under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 registration (i) relating to shares of Common Stock issuable upon exercise of employee stock options or S-8 (in connection with any employee benefit or any substitute form that may be adopted by similar plan of the Commission)) or Company, (ii) for in connection with an acquisition by the account Company of any holders of Company Common Stock another company, or (including any iii) pursuant to a Demand RegistrationSection 1.1), it shall each such time, subject to the Company shall provisions of Section 1.2(b), give prompt written notice to Holder of such proposed filing its intention to each Holder as soon as practicable (but in any event not less than do so and of Holder's rights under this Section 1.2, at least 30 days before prior to the anticipated filing date), and date of the Registration Statement relating to such Registration. Such notice shall offer each Holder the opportunity to register include in such Registration Statement such number of Registrable Securities as Holder may request, subject to the Holder shall requestprovisions of this Section 1.2. Upon the written direction request of any Holder, given Holder made within 20 days following after the receipt by such Holder of any such written the Company's notice (which direction request shall specify the number of Registrable Securities intended to be disposed of by such HolderHolder and the intended method of disposition thereof), the Company shall include in will use its reasonable efforts to effect the Registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by Holder; provided, that (x) if such Registration Statement (-------- involves an "Incidental Registration" andunderwritten offering, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Holder must sell its Registrable Securities to the underwriter(s) selected by the Company on the same terms and conditions as apply to the Company; and (y) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 1.2(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 securities for its own account or the account of others, the Company shall give written notice to Holder and shall thereupon be registered by each party requesting Incidental Registration rights hereunder, and the number relieved of shares of Company Common Stock its obligation to be included register any Registrable Securities in connection with such Registration by other holders without prejudice, however, to rights of shares of Company Common Stock Holder under Section 1.1. If a Registration pursuant to contractual incidental registration rightsthis Section 1.2(a) involves an underwritten public offering, shall be reduced Holder may elect, in proportion writing prior to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither Effective Date of the effects Registration Statement filed in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included connection with such Registration, not to register such Registrable Securities in connection with such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 1.2 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release relieve the Company of its obligations to effect any Demand Registration Registrations upon request as provided under Section 2.01 hereof1.3. The Company shall pay all Registration Expenses in connection with each Registration of Registrable Securities requested pursuant to this Section 1.2. 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) IfSubject to Section 3(g), if at any time following the Effective Time, the Company proposes Issuer determines to file a Registration Statement registration statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement registration statement on a Form S-4 or S-8 (or filed in connection with an exchange offer or an offering of securities solely to Issuer's existing stockholders) on any substitute form that may would also permit the registration of the Registrable Securities and such filing is to be adopted 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, Issuer shall each such time promptly give each Rights Holder written notice 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 date of such notice, and advising each Rights Holder of its right to have Registrable Securities included in such registration. Upon the written request of any Rights Holder received by Issuer no later than twenty days after the Commissiondate of Issuer's notice, Issuer shall use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Rights Holder has so requested to be registered. If, 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) at a price reasonably related to the then current market value of such securities; or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) without otherwise materially and adversely affect affecting the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, entire offering; then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, Issuer shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company entitled to reduce the number of shares of Company Common Stock proposed Registrable Securities to not less than one-third of the total number of shares in such offering; provided that in any such case the number of shares of Securities to be issued registered on behalf of all other selling stockholders is reduced on a pro rata basis based on the aggregate number of Securities owned by each selling stockholder at the Company in a Registration initiated by time of filing the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 registration statement. Such reduction shall be deemed allocated among all such Rights Holders in proportion (as nearly as practicable) to have been effected pursuant to Section 2.01 hereof or shall release the Company amount of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereofRegistrable Securities owned by each Rights Holder at the time of filing the registration statement.

Incidental Registration. (a) If, If the Company shall at any time following the Effective Time, the Company proposes propose to file a Registration Statement registration statement under the Securities Act with respect to for an offering of Company Common Stock of the Company for cash (other than an offering relating to (i) for its own account (other than a Registration Statement business combination that is to be filed on Form S-4 or S-8 under the Securities Act (or any substitute successor form that may be adopted by the Commission)thereto) or (ii) for an employee benefit plan or (iii) securities of the account of any holders of Company convertible into Common Stock (including any pursuant to a Demand Registrationwhere no separate consideration is received by the Company for such Common Stock), the Company shall provide prompt written notice of such proposal to all Holders of Registrable Securities of its intention to do so and of such Holders' rights under this Section 3 and shall use its reasonable efforts to include such number or amount of Registrable Securities in such registration statement, which the Company has been so requested to register by the Holders thereof, which request shall be made to the Company within 10 business days after the Holder receives notice from the Company of such proposed registration; PROVIDED, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such proposed filing determination to each Holder as soon as practicable of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses referred to in any event not less than 30 days before the anticipated filing dateSection 5 incurred in connection therewith), and (ii) if such notice shall offer each Holder the opportunity to register such number registration involves an underwritten offering, all Holders of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental the Company's registration rights, shall be reduced in proportion must sell their Registrable Securities to the number of securities originally requested to be registered underwriters selected by each of them the Company on the same terms and conditions as apply to the extent thatCompany, 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 lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of right to revoke their election to have their shares of Company Common Stock included in such Registration. Nothing contained herein shall require registration at any time prior to the Company to reduce filing of the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountregistration statement. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (a) IfUntil all securities subject to this Agreement have ceased to be Registrable Securities, if the Company proposes, at any time following the Effective Timeand from time to time, to register any equity securities of the Company proposes to file a Registration Statement other than Registrable Securities (collectively, “Other Securities”) for public sale under the Securities Act with respect in a manner which would permit registration of Registrable Securities for sale to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for public under the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)Securities Act, the Company shall it will give written notice (which notice shall specify the intended method or methods of such proposed filing disposition) to each Holder as soon as practicable (the Holders of its intention to do so promptly, but in any no event not less than 30 twenty (20) days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon upon the written direction request of any Holder, given Holder delivered to the Company within 20 days following ten (10) Business Days after the receipt by such Holder giving of any such written notice (which direction request shall specify the number of Registrable Securities intended to be disposed of by such Holder)) the Company will use all commercially reasonable efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders; provided, however, that: (i) if, at any time after giving such written notice of its intention to register Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall include determine for any reason not to register such Other Securities, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of such Other Securities (but not from its obligation to pay Registration Statement Expenses to the extent incurred in connection therewith as provided in Article 11), without prejudice, however, to the rights of the Holders to request that such registration be effected as a registration under Article 2; (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration"ii) such number the Company will not be required to effect any registration of Registrable Securities as pursuant to this Article 3 if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a nationally recognized investment banking firm (which may be set forth the managing underwriter for the offering) that, in such written direction. Notwithstanding anything contained hereinfirm’s opinion, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities and Other Securities proposed to be included exceeds the number which can be sold in the offering without interfering with an orderly sale and distribution or materially and adversely affecting the offering price; provided, however, that if an offering of some but not all of the Registrable Securities and Other Securities requested to be registered by each party requesting Incidental Registration the Holders and all other Persons having rights hereunderto include securities held by them in such registration would not adversely affect the distribution or price of the securities to be sold in the offering in the opinion of such firm or are included in such offering notwithstanding any such opinion, then the Company will include in such offering: (x) first, any Other Securities to be issued or sold by the Company, (y) second, the Registrable Securities requested to be registered pursuant to Article 3, on the one hand, and the Other Securities requested to be registered by other stockholders having similar registration rights as of the date of this Agreement, on the other hand, allocated pro rata based on the relative number of shares of Company Common Stock Registrable Securities then held by such Holder and Other Securities then held by such other stockholders eligible to be sold in such offering; provided, that any such amount thereby allocated to any such Holder or other stockholder that exceeds the request by such Holder or other stockholder shall be reallocated among the remaining requesting Holders and other stockholders in like manner and (z) third, all other securities requested to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses registration; and (iiii) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company shall not be required to reduce give notice of, or effect any registration of Registrable Securities under this Article 3 incidental to, the number registration of shares any of Company Common Stock proposed to be issued by the Company its securities in a Registration initiated by the Company connection with respect to an offering of Company Common Stock for its own accountmergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (b) In connection with any underwritten shelf takedown (whether pursuant to the exercise of demand rights pursuant to Article 2 or at the initiative of the Company), the Holders may exercise piggyback rights to have included in such takedown shares of Common Stock held by them that are registered on such shelf registration statement on Form S-3 (or any successor form thereto). (c) No Incidental Registration registration of Registrable Securities effected under this Section 2.02 Article 3 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release relieve the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereofregistrations of Registrable Securities pursuant to Article 2.

Incidental Registration. (a) If, at any time following during the Effective TimeTerm, the Company proposes to file register any of its securities under the Securities Act, whether or not for sale for its own account, on a Registration Statement form and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registrationregistration statement filed pursuant to Rule 415 under the Securities Act), it will each such time give prompt notice to all Stockholders who then hold Registrable Securities 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, and upon the request of any Stockholder delivered to the Company shall give written notice of such proposed filing to each Holder as soon as practicable within thirty (but in any event not less than 30 30) days before after the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder giving of any such written notice (which direction request shall specify the number of Registrable Securities intended to be disposed of by such Holder)Stockholder, which shall not be less than the Company shall include in such Registration Statement greater of (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration"x) such number fifty thousand (50,000) shares of Registrable Securities (as shall such minimum number may 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 adjusted pursuant to the Company Section 6.1(iii) below) or (a copy of which shall be provided to the Holdersy) that the number of shares of Registrable Securities then owned by such Stockholder, and the intended method of disposition thereof), the Company Common Stock included will use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Stockholder, to the extent requisite to permit the disposition (in such Registration would accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that: (i) materially if, at any time after giving such notice of its intention to register any of its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give notice of such determination to each Selling Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); and (ii) if the registration so proposed by the Company involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and the managing underwriter of such underwritten offering shall advise the Company by letter that, in its opinion, the distribution of all or a specified portion of the Registrable Securities which the Selling Stockholders have requested the Company to register in accordance with this Section 6.1 concurrently with the securities being distributed by such underwriters could adversely affect the price distribution of such securities by such underwriters (such letter to state the reasons therefor), then the Company will promptly furnish each Selling Stockholder with a copy of such letter and the Company (iii) the minimum number of shares specified in Section 6.1(x) above shall be appropriately adjusted in the event that, subsequent to [INSERT DATE OF THE MERGER AGREEMENT] the outstanding shares of Common Stock of the Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities through a reorganization, recapitalization, stock split, reverse stock split or other similar change in the Company's capitalization; (iv) if a Stockholder decides not to be offered or (ii) result in a greater amount include all of Company Common Stock being offered than the market could reasonably absorb, then the number of its Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental any registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued statement filed by the Company pursuant to this Article VI, such Stockholder shall nevertheless continue to have the right to include any Registrable Securities in a Registration initiated any subsequent registration statement(s) as may be filed by the Company with respect to an offering offerings of securities, all upon the terms and conditions set forth herein. The Company Common Stock for its own account. (b) No Incidental will pay all Registration effected under Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof6.1.

Incidental Registration. (a) If, at any time following the Effective Time, If the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than in connection with the Shelf Registration, a Demand Registration, a Registration Statement on Form S-4 or S-8 or any form substituting therefor, or a shelf registration statement on Form S-3 or any form substituting therefor relating to (i) issuances of securities other than Common Stock (or any substitute form that may be adopted securities convertible into Common Stock) by the Commission)) Company for cash, or (ii) so long as the Shelf Registration remains effective, resales of equity securities of the Company by one or more security holders of the Company pursuant to Rule 415 under the Securities Act) with respect to an offering of any class of security by the Company for its own account or for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)its security holders, then the Company shall give written notice of such proposed filing to each Holder the holders of the Registrable Securities as soon as practicable (but in any no event not less than 30 thirty (30) days before the anticipated filing date), and such notice shall offer each Holder such holders the opportunity to register such number of Registrable Securities as the Holder shall each such holder may request. Upon Each holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 2(c) shall so advise the written direction Company in writing within fifteen (15) days after the date of any Holder, given within 20 days following receipt of such notice from the receipt by such Holder of any such written notice Company (which direction request shall specify set forth the number of Registrable Securities intended to be disposed of by such Holderfor which registration is requested), the . The Company shall include in such Registration Statement (an "Incidental Registration" all such Registrable Securities so requested to be included therein, and, collectively with a Demand if such registration is an Underwritten Registration, a "Registration") such number of the Company shall use its best efforts to cause the managing underwriter or underwriters to permit the Registrable Securities requested to be included in the Registration Statement for such offering to be included (on the same terms and conditions as shall be set forth in such written direction. Notwithstanding anything contained hereinsimilar securities of the Company included therein to the extent appropriate); provided, however, that if the lead managing underwriter or underwriters of an such offering involving an Incidental Registration delivers deliver a written opinion to the Company (a copy holders of which such Registrable Securities that the total number of securities that the Company, the holders of Registrable Securities, or such other persons propose to include in such offering is such that the success of the offering would be materially and adversely affected by inclusion of the securities requested to be included, then the amount of securities to be offered for the accounts of the Company, the holders of Registrable Securities and other holders registering securities pursuant to registration rights shall be provided allocated as follows: (i) if such registration has been initiated by the Company as a primary offering, first to the Holders) that securities sought to be included by the Company, second to the Priority Securities sought to be included by the holders thereof, and third to the Registrable Securities sought to be included by the holders thereof and the securities sought to be included by other holders of registration rights, pro rata, on the basis of the number of shares securities owned by each such holder, and fourth the securities sought to be included by other holders of registration rights that by their terms are subordinate to the registration rights of the security holders referred to in the immediately preceding clause, pro rata, on the basis of the number of securities owned by each such holder; and (ii) if such registration has been initiated by another holder of registration rights (other than pursuant to Section 2(b) hereof), first to the securities sought to be included by such demanding holder, second to the Priority Securities sought to be included by the holders thereof, third to the Registrable Securities sought to be included by the holders thereof and to all other securities sought to be included by other holders of registration rights, pro rata, on the basis of the number of securities owned by each such holder, and fourth to the securities sought to be included by the Company Common Stock included among the Company and any other holders of registration rights in such Registration would (i) materially and adversely affect the price respect of securities of the Company Common Stock that by their terms are subordinate to be offered or (ii) result the rights of the security holders referred to in a greater amount priority third above in accordance with the terms of Company Common Stock being offered than the market could reasonably absorb, then agreements granting such rights. If the number of Registrable Securities sought to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental this Section 2(c) by a holder of Registrable Securities is reduced as provided above, such holder shall have the right to withdraw such holder's request for registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering all of Company Common Stock for its own account. (b) the Registrable Securities initially sought to be registered. No Incidental Registration effected under registration pursuant to a request or requests referred to in this Section 2.02 2(c) shall be deemed to have been effected pursuant to Section 2.01 hereof be a Shelf Registration or shall release the Company of its obligations to effect any a Demand Registration upon request as provided under Section 2.01 hereofRegistration.

Incidental Registration. (a) If, If the Corporation at any time following the Effective Time, the Company proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering of Company Common Stock (i) the public, whether for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any other security holders of Company Common Stock or both (including any pursuant except with respect to a Demand Registrationregistration statements on Form S-8 or S-4 or another form not available for registering the Registrable Securities for sale to the public), the Company shall each such time it will give written notice to the Holders of such proposed filing its intention to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestdo so. Upon the written direction request of any Holder, given within 20 ten (10) days following the after receipt by such Holder of any such written notice notice, to register any of such Holder’s Registrable Securities (which direction shall specify request must state the number intended method of Registrable Securities intended to be disposed of by such Holderdisposition thereof), the Company shall include Corporation will use its commercially reasonable efforts (as set forth in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration"Section 8.1(d)) such number of to cause the Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock registration has been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by such Registration Holder (in accordance with its written request) of such Registrable Securities so registered. If any registration pursuant to this Section 8.1(c) is, in whole or in part, an underwritten public offering of Common Stock, any request by other holders of a Holder pursuant to this Section 8.1(c) to register Registrable Securities must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Company Common Stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the contrary contained in this Section 8.1(c), if there is a firm commitment underwritten offering of securities of the Corporation pursuant to contractual incidental a registration rightsstatement covering Registrable Securities and 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 reduced in proportion entitled to sell its Registrable Securities commencing on the number 180th day after the effective date of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountregistration statement. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (a) IfIn the event that the Company proposes, at any time following during the Effective TimeExercise Period, the Company proposes to file a Registration Statement registration statement on a general form of registration under the Securities Act with respect of 1933, as amended (the "Securities Act"), and relating to an offering shares of Company Common Stock (i) for its own account issued or to be issued by it (other than a Registration Statement on Form S-4 registration effected solely to implement an employee benefit plan or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant solely with respect to a Demand Registrationtransaction to which Rule 145 under the Securities Act is applicable), the Company then it shall give written notice of such proposed filing proposal to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number all holders of Registrable Securities as Stock and any other holders of securities of the Holder shall requestCompany having any rights to include securities in such registration. Upon the written direction request of a holder or holders of any Holder, shares of Registrable Stock given within 20 ten days following the after receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that stating the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Registrable Stock to be offered disposed of and the intended method of disposition of such shares by such holder or (ii) result in a greater amount holders), the Company will use its best efforts to promptly cause all such shares intended to be disposed of, the holder or holders of Company Common Stock being offered than the market could reasonably absorbwhich shall have so requested registration thereof, then the number of Registrable Securities to be registered under the Securities Act so as to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by each party requesting Incidental Registration the holder or holders of the shares so registered, subject to the limitations set forth in Section 7(c). The Company specifically covenants and agrees that it will use all reasonable efforts to include such shares in any registration statement filed at the request of Resource investors Management Company ("RIMCO") Or any affiliate thereof filed by reason Of any registration rights hereundergranted Pursuant to the contemplated investment in various debt instruments and related securities by various limited partnerships affiliated with RIMCO (the "RIMCO Partnerships"). To the extent that the RIMCO Partnerships do not make such investment or no registration statement is filed on their behalf within 24 months of the execution date hereof, the Company shall, if permitted under applicable rules and regulations of the number of shares of Company Common Securities and Exchange Commission promptly cause the Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental on a registration rightsstatement on Form S-8, shall be reduced in proportion to or if not so permitted, on the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued next registration statement filed by the Company in (other than a Registration initiated by the Company registration effected solely to implement an employee benefit plan or solely with respect to an offering of Company Common Stock for its own accounta transaction to which Rule 145 under the Securities Act is applicable). (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (a) If, at any time following the Effective Timeafter February 28, 1998 the Company proposes to file a Registration Statement register any of its equity securities under the Securities Act with respect to an offering of Company Common Stock (i) 1933 Act, whether or not for sale for its own account (account, on a form and in a manner which would permit registration of the Common Shares for sale to the public under the 1933 Act, it will give prompt written notice to Holder of its intention to do so, describing such securities and specifying the form and manner and the other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock relevant facts involved in such proposed registration (including any pursuant the date by which Holder must give notice hereunder of your intention to a Demand Registration), the Company shall give written notice of such proposed filing exercise your right to each Holder as soon as practicable (but include Shares in any event not less than 30 days before the anticipated filing datesuch registration), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon upon the written direction request of any Holder, given Holder delivered to the Company within 20 5 business days following after the receipt by such Holder giving of any such written notice (which direction request shall specify the number of Registrable Securities Shares intended to be disposed of by such HolderHolder and the intended method or methods of disposition thereof), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number will use its reasonable efforts to effect the registration under the 1933 Act of Registrable Securities as shall all Shares which Holder has so requested to 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 registered to the Company extent requisite to permit the disposition (a copy in accordance with the intended methods thereof as aforesaid) of which shall the Shares so to be registered, provided to the Holders) that the number of shares of Company Common Stock included in such Registration would that: (i) if, at any time after giving such written notice of your intention to register any of your securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to Holder and thereupon shall be relieved of its obligation to register any Shares in connection with such registration; provided, to the extent Holder has exercised its conversion rights hereunder in response to notice of the Company's proposal to register equity securities under the 1933 Act and the Company later determines that no such registration shall not occur, Holder may rescind such exercise, return the shares received upon such conversion, and regain its rights under this Debenture as if no such conversion had taken place; provided further, that Holder gives the Company written notice within five business days of Holder's receipt of notice from the Company that no such registration will occur. (ii) if (A) the registration so proposed by the Company involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction (to which Holder will also be bound), (B) the Company proposes that the securities to be registered in such underwritten offering will include all of the Shares requested to be so included, and (C) the managing underwriter of such underwritten offering shall advise the Company in writing that, in its opinion, the distribution of all or a specified portion of such Shares concurrently with the securities being distributed by such underwriters will materially and adversely affect the price distribution of such securities by such underwriters (such opinion to state the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbreasons therefor), then the number Company will promptly furnish Holder with a copy of Registrable Securities such opinion and may require, by written notice to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in Holder accompanying such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither that all or a specified portion of the effects in the foregoing clauses (i) and (ii) would result such Shares be excluded from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account.distribution; and (biii) No Incidental Registration effected The Company shall not be obligated to effect any registration of Shares under this Section 2.02 shall be deemed 15 incidental to have been effected pursuant to Section 2.01 hereof or shall release the Company registration of any of its obligations securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans or incidental to effect the registration of any Demand Registration upon request as provided under Section 2.01 hereofnon-equity securities convertible into equity securities.

Incidental Registration. (a) If, at any time following If the Effective Time, the Company Issuer proposes to file a Registration Statement register ----------------------- any of its Common Stock under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement registration, (A) on Form S-8 or S-4 or S-8 any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee stock options, employee stock purchases or in connection with any substitute form that may be adopted by employee benefit or similar plan of the Commission)) Issuer or (iiC) in connection with a direct or indirect merger, acquisition or other similar transaction) whether or not for sale for its own account, it will each such time, subject to the account provisions of any holders of Company Common Stock (including any pursuant to a Demand Registration)Section 5.1(b) hereof, the Company shall give prompt written notice of such proposed filing at least thirty (30) days prior to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date)date of the registration statement relating to such registration to each holder of Registrable Stock, and such which notice shall set forth such holders rights under this Section 5.1 and shall offer each Holder all such holders of Registrable Stock the opportunity to register include in such registration statement such number of shares of Registrable Securities Stock as the Holder shall each such holder may request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written holder of Registrable Stock made within fifteen (15) days after the receipt of notice from the Issuer (which direction request shall specify the number of shares of Registrable Securities Stock intended to be disposed of by such Holderholder), the Company Issuer will use its best efforts to effect the registration under the Securities Act of all Registrable Stock which the Issuer has been so requested to register by such holders, to the extent requisite to permit the disposition of the Registrable Stock so to be registered; provided, that (i) if such registration involves an Underwritten Public Offering, all such holders requesting to be included in the Issuer's registration must sell their Registrable Stock to the underwriters selected as provided in Section 5.3(f) on the same terms and conditions as apply to the Issuer, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.1(a) and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall include in determine for any reason not to register such Registration Statement (an "Incidental Registration" stock, the Issuer shall give written notice to all such holders and, collectively thereupon, shall be relieved of its obligation to register any Registrable Stock in connection with a Demand Registrationsuch registration. The Issuer will pay all Registration Expenses in connection with each registration of Registrable Stock requested pursuant to this Section 5.1. In addition, for purposes of this Section 5.1, Xxxxxxxx and each Xxxxxxxx Transferee (as those terms are defined in the DMC Stockholders Agreement as it may be amended from time to time) shall be deemed to be a "RegistrationSecurityholder" (and thus a holder of ") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion Stock" to the Company (a copy of which shall be provided extent such person or persons own Common Stock) and entitled to the Holdersbenefits of this Section 5.1. (b) that If a registration pursuant to this Section 5.1 involves an Underwritten Public Offering and the managing underwriter advises the Issuer that, in its view, the number of shares of Company Common Stock included which the Issuer and any holder of Registrable Stock intend to include in such Registration would registration exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold (the "Maximum Offering Size"), the Issuer will include in such registration, in the --------------------- following priority, up to the Maximum Offering Size: (i) materially and adversely affect the price first, so much of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities proposed to be registered by each party requesting Incidental Registration rights hereunderthe Issuer as would not cause the offering to exceed the Maximum Offering Size; (ii) second, and the number of shares of Company Common all Registrable Stock requested to be included in such Registration registration by other holders of shares of Company Common Stock any holder thereof pursuant to contractual incidental registration rightsthis Section 5.1 (allocated, shall be reduced in proportion if necessary for the offering not to exceed the number of securities originally requested to be registered by each of them to Maximum Offering Size, pro rata among such holders on the extent that, in the lead underwriter's opinion, neither basis of the effects in the foregoing clauses (i) and (ii) would result from the relative number of shares of Company Common Registrable Stock so requested to be included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountregistration). (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (a) If, If the Company at any time following after the Effective Time, exercise of the Company Warrant Shares proposes to file a Registration Statement under the Securities Act with respect to an offering register any of Company Common Stock (i) for its own account securities on any form (other than a Registration Statement on Form S-4 or S-8 (or any substitute successor form that may for securities to be adopted by offered to employees of the CommissionCompany pursuant to any employee benefit plan)) , for its own account or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company other person it shall give written notice to BZ of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestintention. Upon the written direction request of any Holder, BZ given within 20 twenty (20) days following the after receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder)notice, the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number registration all of Registrable Securities as shall be set forth the Warrant Shares indicated in such written directionrequest, so as to permit the disposition of the shares so registered in the manner requested by BZ. Notwithstanding anything contained hereinany other provision of this Section 7.2, with respect to an underwritten public offering by the Company, if the lead managing underwriter of an offering involving an Incidental Registration delivers a written opinion to advises the Company (in writing that marketing or other factors require a copy limitation of which shall be provided to the Holders) that the number of shares of Company Common Stock included in to be underwritten, then there shall be excluded from such Registration would registration and underwriting, to the extent necessary to satisfy such limitation, (i) materially and adversely affect first, the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock Warrant Shares requested to be included in such Registration registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rightsBZ, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from second, shares held by other shareholders of the number of Company who are entitled to have their shares of Company Common Stock included in such Registrationregistration. Nothing contained herein To the extent Warrant Shares are excluded from such underwriting, BZ shall require agree not to sell its Warrant Shares for such period, not to exceed 180 days, as may be required by the managing underwriter. In connection with any underwritten offering, the Company shall not be required under this Section 7.2 to reduce include any of the number Warrant Shares in such underwriting unless BZ accepts the terms of shares the underwriting (including standard indemnities to the underwriters and the Company) as agreed upon between the Company and the underwriters selected by it. All expenses incurred in connection with any registration under Section 7.2 shall be borne by the Company; provided, however, that BZ shall pay its pro rata portion of Company Common Stock the discounts payable to any underwriter. BZ shall not be entitled to exercise any right provided for in this Section 7.2, after two years following the issuance of the Warrant Shares by the Company. In addition, the right of BZ to request registration pursuant to Section 7.2 shall terminate upon such date that all Warrant Shares held or proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountsold may immediately be sold under Rule 144 (or any successor rule) during any sixty-day period. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company proposes to file a Registration Statement register any of its securities under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than (x) by a Registration Statement registration on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) successor or similar forms or (iiy) pursuant to Section 3.1) whether for its own account or for the account of any the holder or holders of Company Common Stock (including any pursuant to a Demand Registration)Other Shares, the Company shall it will each such time give prompt written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), Warrant Securityholder of its intention to do so and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestWarrant Securityholders’ rights under this Section 3.2. Upon the written direction request of any Holder, given Warrant Securityholders holding fifty percent (50%) of Conversion Shares and/or Warrants made within 20 days following after the receipt by such Holder of any such written notice (which direction request shall specify the number of Registrable Securities intended to be disposed of by such Holderthe Warrant Securityholders 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 which the Company has been so requested to register by the 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 if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall include in determine for any reason either not to register or to delay registration of such Registration Statement (an "Incidental Registration" andsecurities, collectively with a Demand Registrationthe Company may, a "Registration") at its election, give written notice of such number determination to each holder of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained hereinand, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would thereupon, (i) materially and adversely affect in the price case of the Company Common Stock a determination not to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rightsregister, shall be reduced relieved of its obligation to register any Registrable Securities in proportion connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither rights of the effects in the foregoing clauses (i) Warrant Securityholders to request that such registration be effected as a registration under Section 3.1, and (ii) would result from in the number case of shares 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, without prejudice, however, to the rights of Company Common Stock included in any Warrant Securityholder entitled to do so to request that such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to Registration be issued by the Company in effected as a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) under Section 3.1. No Incidental Registration registration effected under this Section 2.02 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 2.01 hereof or shall release 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 3.2. (b) If the Company at any time proposes to register any of its obligations securities under the Securities Act as contemplated by this Section 3.2 and such securities are to effect be distributed by or through one or more underwriters, the Company will, if requested by any Demand Registration upon request holder of Registrable Securities as provided in this Section 3.2, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration and all other holders of any Other Shares which shall have exercised, in respect of such underwritten offering, registration rights comparable to the rights under this Section 2.01 hereof3.2 by letter of its belief that inclusion in such distribution of all or a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities and such Other Shares proposed so to be registered 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 Shares, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and Other Shares the registration of which shall have been requested by each holder thereof so that the resultant aggregate number of such Registrable Securities and Other Shares so included in such registration, together with the number of securities to be included in such registration for the account of the Company, shall be equal to the number of shares stated in such managing underwriter’s letter.

Incidental Registration. (a) If, at any time following the Effective Time, If the Company proposes to file a Registration Statement register any of its voting securities ("Other Securities") for public sale under the Securities Act with respect Act, on a form and in a manner which would permit registration of Registrable Securities for sale to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for public under the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)Securities Act, the Company shall it will give prompt written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date)of its intention to do so, and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon upon the written direction request of any Holder, given a Holder delivered to the Company within 20 days following fifteen Business Days after the receipt by such Holder giving of any such written notice (which direction request shall specify the number of Registrable Securities intended to be disposed of by such Holder)Holder and the intended method of disposition thereof) the Company will use its best efforts to effect, in connection with the registration of the Other Securities, the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holder, to the extent required to permit the disposition (in accordance with the intended method or methods thereof as shall aforesaid) of the Registrable Securities so to be set forth in registered, provided that: (a) if, at any time after giving such written direction. Notwithstanding anything contained herein, if the lead underwriter notice of an offering involving an Incidental Registration delivers a written opinion its intention to register any Other Securities and prior to the Company (a copy effective date of which shall be provided to the Holders) registration statement filed in connection with such registration, the managing underwriters of such offering or offerings determine that the number aggregate amount of shares to be registered by the Holders of Company Common Stock included in such Registration would (i) the Registrable Securities could materially and adversely affect the price of such offering, then the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then may reduce the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock such Holders to be included in such Registration by other holders offering; provided, that such Holders will be entitled to register the maximum number of Registrable Securities, together with those shares of Company Common Stock pursuant to contractual incidental held by any other person exercising registration rights, shall be reduced in proportion to which the underwriters deem advisable and the Company will allocate the number of securities originally requested Registrable Shares to be registered by for each of them to the extent that, such Holder on a pro rata basis in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from accordance with the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed each Holder initially requested to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account.sold; (b) the Company shall not be required to effect any registration of Registrable Securities under this Section 5.3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans; and (c) Holder, cumulatively, shall have the right to exercise registration rights pursuant to this Section 5.3 without limit during the term hereof. (Exhibit 1) No Incidental Registration registration of Registrable Securities effected under this Section 2.02 5.3 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release relieve the Company of its obligations obligation to effect any Demand Registration upon request as provided under registrations of Registrable Securities pursuant to Section 2.01 hereof5.2.

Incidental Registration. (a) If, Right to Include Registrable Securities. If the Company at any time following the Effective Time, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering register any of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) securities for the account of any holders other stockholder under the Securities Act by registration on Form S-1, S-2 or S-3 or any successor or similar form(s) (excexx xxxxxtrations on any such Form or similar form(s) solely for registration of Company Common Stock (including securities in connection with an employee benefit plan or dividend reinvestment plan or a merger or consolidation or incidental to an issuance of securities under Rule 144A under the Securities Act), it will each such time give prompt written notice to the Purchasers of its intention to do so and of the Purchasers' rights under this Section 2.2. At any time or from time to time after the Purchasers are permitted to transfer Registrable Securities pursuant to a Demand Registration)Section 4.15 of the 1999 Stock Purchase Agreement or Section 4.15 of the Purchase Agreement, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon upon the written direction request of any Holder, given within 20 days following the receipt by such Holder of any such written notice Purchasers (which direction 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 Holdernotice (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 shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities as shall be set forth in such which the Company has been so requested to register by the Purchasers; provided, however, that if, at any time after giving written direction. Notwithstanding anything contained herein, if the lead underwriter notice of an offering involving an Incidental Registration delivers a written opinion its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination and its reasons therefor (a copy of which shall be provided the Purchasers will hold in strict confidence in accordance with the Confidentiality Agreement) to the Holders) that the number of shares of Company Common Stock included in such Registration would Purchasers and (i) materially and adversely affect in the price case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company Common Stock to be offered or (ii) result pay the Registration Expenses in a greater amount of Company Common Stock being offered than the market could reasonably absorbconnection therewith), then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunderwithout prejudice, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rightshowever, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither rights of the effects in the foregoing clauses (i) Purchasers to request that such registration be effected as a registration under Section 2.1 and (ii) would result from in the number case of shares of Company Common Stock included a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such Registrationother securities. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration registration effected under this Section 2.02 2.2 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release relieve the Company of its obligations obligation to effect any Demand Registration registration upon request as provided under Section 2.01 hereof2.1. The Company will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.2.

Incidental Registration. (a) If, If at any time following the Effective Time, the Company proposes to file shall propose the filing of a Registration Statement on an appropriate form under the Securities Act of any securities of the Company, otherwise than pursuant to Section 10.1 hereof, other than in connection with respect to an offering of Company Common Stock (i) for its own account (the Rights Offering and other than a registration statement on Forms S-8 or S-4 or any equivalent form then in effect, then the Company shall give the Purchaser notice of such proposed registration and shall include in any Registration Statement on Form S-4 relating to such securities all or S-8 (or any substitute form that may be adopted a portion of the Registrable Securities then owned by the Commission)) or (ii) for Purchaser, which the account Purchaser shall request, by notice given by the Purchaser to the Company within 30 days after the giving of any holders such notice by the Company, to be so included. In the event of Company Common Stock (including any the inclusion of Registrable Securities pursuant to a Demand Registration)this Section 10.3, the Company shall give written notice bear all of the Costs and Expenses of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before registration; provided, however, that the anticipated filing date)Purchaser shall pay, and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify pro rata based upon the number of Registrable Securities intended included therein, the underwriters discounts and compensation attributable to the inclusion of such Registrable Securities. In the event the distribution of securities of the Company covered by a Registration Statement referred to in this Section 10.3 is to be disposed of by such Holder)underwritten, then the Company shall Company's obligation to include Registrable Securities in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained hereinsubject, if at the lead underwriter option of an offering involving an Incidental Registration delivers a written opinion the Company, to the Company following further conditions: (a copy a) The distribution for the account of which the Purchaser shall be provided to underwritten by the Holders) that same underwriters who are underwriting the number distribution of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price securities for the account of the Company Common Stock and/or any other persons whose securities are covered by such Registration Statement, and the Purchaser will enter into an agreement with such underwriters containing customary provisions; (b) If the underwriting agreement entered into with the aforesaid underwriters contains restrictions upon the sale of securities of the Company, other than the securities which are to be offered included in the proposed distribution, for a period not exceeding 180 days from the effective date of the Registration Statement, then such restrictions will be binding upon the Purchaser and, if requested by the Company, the Purchaser will enter into a written agreement to that effect; and (c) If the underwriters state in writing that they are unwilling to include any or (ii) result all of the Purchaser's securities in a greater amount the proposed underwriting because such inclusion will materially interfere with the orderly sale and distribution of Company Common Stock the securities being offered than by the market could reasonably absorbCompany, then the number of Registrable Securities the Purchaser's securities to be registered by each party requesting Incidental Registration rights hereunder, and included will be reduced pro rata on the basis of the number of shares of Company Common Stock to be included in such Registration owned by other all holders of shares Registrable Securities, or there will be no inclusion of Company Common Stock pursuant to contractual incidental the Purchaser's securities in the registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent thatstatement and proposed distribution, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in accordance with such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued statement by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountunderwriters. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company proposes to file a Registration Statement register any of its securities under the Securities Act with respect (by reason of registration rights granted to an offering of Company Common Stock (iany Person or otherwise) for its own account (on any form other than a Registration Statement on Form S-4 or Form S-8 (or any substitute similar form that then in effect), whether or not for sale for its own account, and if the registration form proposed to be used may be adopted by the Commission)) or (ii) used for the account registration of any holders of Company Common Stock (including any pursuant to a Demand Registration)Registrable Securities, the Company shall will in each such case give prompt written notice of such proposed filing to each Holder as soon as practicable (but and in any event at least 45 days prior written notice prior to effectiveness of such registration statement) to Seller of its intention to do so, such notice to specify the securities to be registered, the Proposed Amounts thereof and the date not less than 30 days before thereafter by which the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number Company must receive Seller’s written indication of whether he will include his Registrable Securities as the Holder shall requestin such registration statement and advising Seller of his rights under this Section 1. Upon the written direction request of any Holder, given within 20 days following Seller made on or before the receipt by date specified in such Holder of any such written notice (which direction request shall specify the number of Registrable Securities and the Proposed Amounts thereof intended to be disposed of by such HolderSeller), the Company shall include in such Registration Statement (an "Incidental Registration" andwill, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided extent permitted under Section 6, use its commercially reasonable efforts to the Holders) that the number of shares of Company Common Stock included in cause all such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunderunder the Securities Act (with the securities that the Company at the time proposes to register), and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, requisite to permit the sale or other disposition (in accordance with the lead underwriter's opinion, neither intended methods thereof as aforesaid) by Seller of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed Registrable Securities to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountso registered. (b) No Incidental Registration effected Notwithstanding anything to the contrary in this Section 1, the Company shall have the right to discontinue any registration under this Section 2.02 shall be deemed 1 at any time prior to have been effected pursuant the effective date of such registration if the registration of other securities giving rise to such registration under this Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof1 is discontinued.

Incidental Registration. (a) If, If the Company at any time following after the Effective Time, completion of the Company Company's initial public offering of Common Stock proposes to file a Registration Statement register any of its equity securities (as defined in the Securities Exchange Act of 1934) under the Securities Act with respect of 1933 (the "Securities Act") (other than pursuant to an offering of Company Common Stock (i) a registration statement on Forms S-4 or S-8, or any successor forms), whether or not for sale for its own account account, it will each such time give prompt written notice (other than at least 20 business days prior to the initial filing of a Registration Statement on Form S-4 or S-8 registration statement with the Securities and Exchange Commission (or any substitute form that may be adopted by the Commission"SEC")) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number all Holders of Registrable Securities as the Holder shall request. Upon of its intention to do so and, upon the written direction request of any Holder, given such Holder made within 20 days following after the receipt by such Holder of any such written notice (which direction request shall specify the number of Registrable Securities intended to be disposed of by such HolderHolder and the intended method of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, including, without limitation, by filing with the SEC, if necessary, a post-effective amendment or a supplement to the registration statement or the related prospectus or any document 2 incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the registration statement, if 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 regulations thereunder, provided that: (i) If the Company permits any person or persons (other than affiliates of the Company) to register their shares of Common Stock for sale in the initial public offering of the Company's Common Stock (whether or not the Company sells any shares in connection with such offering), then the Company shall promptly notify the Holders of Registrable Securities of such fact and the Holders of Registrable Securities shall have pro rata rights to include such Registrable Securities in such registration statement, on terms no less favorable than the most favorable rights granted to any other such person, subject to the provisions of this Section 1; and (ii) if, at any time after giving written notice of its intention to register any securities and, prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses (as defined below) in connection therewith); and (iii) if such registration shall be in connection with an underwritten public offering and the sole underwriter or the lead managing underwriter, as the case may be, shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) on or before the date 5 days prior to the date then scheduled for such offering that, in its opinion, the number of securities (including Registrable Securities) requested to be included in such registration exceeds the number of such securities which can be sold in such offering, the Company shall include in such Registration Statement registration the number (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration"if any) such number of Registrable Securities as so requested to be included which in the opinion of such underwriters can be sold and shall be set forth not include in such written direction. Notwithstanding anything contained hereinregistration any securities (other than securities being sold by the Company, which shall have priority in being included in such registration) so requested to be included other than Registrable Securities unless all Registrable Securities requested to be so included are included therein and if in the opinion of the sole underwriter or the lead underwriter managing underwriter, as the case may be, some but not all of an offering involving an Incidental Registration delivers a written opinion the Registrable Securities may be so included, all Holders of Registrable Securities requested to the Company (a copy of which be included therein shall be provided to the Holders) that share pro rata in the number of shares of Company Common Stock Registrable Securities included in such Registration would (i) materially and adversely affect underwritten public offering on the price basis of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities requested to be registered included therein; provided, however, that in the event the Company will not, by each party requesting Incidental Registration rights hereundervirtue of this paragraph, and include in any such registration all of the number Registrable Securities of shares of Company Common Stock any Holder requested to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rightsregistration, shall be reduced in proportion such Holder may, upon written notice to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither Company given within 3 days of the effects in the foregoing clauses (i) and (ii) would result from the number time such Holder first is notified of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to matter, reduce the number amount of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.Registrable Securities it desires to

Incidental Registration. (a) If, If SMS at any time following the Effective Time, the Company proposes to file a Registration Statement register any of its equity securities (the "Priority Securities") under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement registration (i) on Form S-8 or S-4 or S-8 (any successor or any substitute form that may be adopted by the Commission)) or similar forms, (ii) for the account of any holders of Company relating to Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of SMS, (including any iii) in connection with a direct or indirect acquisition by SMS of another Person or (iv) pursuant to a Demand Registrationshelf registration of securities pursuant to Rule 415 under the Securities Act), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the Company shall public under the Securities Act, it will each such time, subject to the provisions of Section 4.02(b), give prompt written notice to Sodexho of such proposed filing its intention to each Holder as soon as practicable (but in any event not less than do so at least 30 days before prior to the anticipated filing date), and date of the registration statement relating to such registration. Any such notice shall offer each Holder Sodexho the opportunity to register include in such registration such number of Registrable Securities as the Holder shall Sodexho may request. Upon the written direction request of any Holder, given Sodexho within 20 15 days following after the receipt by such Holder of any such written notice from SMS (which direction request shall specify the number of Registrable Securities intended to be disposed of by such Holderand the intended method of disposition thereof), SMS will use its best efforts to effect the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number registration under the Securities Act of all Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained hereinwhich SMS has been so requested to register by Sodexho, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company extent required to permit the disposition (a copy in accordance with such intended methods thereof) of which shall the Registrable Securities so to be registered; provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbif such registration involves an underwritten Public Offering, then the number of Sodexho must sell its Registrable Securities to be registered the underwriters selected by each party requesting Incidental Registration rights hereunder, SMS on the same terms and the number of shares of Company Common Stock conditions as apply to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) SMS and (ii) would result from if, at any time after giving written notice of its intention to register any securities pursuant to this Section 4.02(a) and prior to the number effective date of shares the registration statement filed in connection with such registration, SMS shall determine for any reason not to register such securities, SMS shall give written notice to Sodexho and shall be relieved of Company Common Stock included its obligation to register any Registrable Securities in connection with such Registrationregistration. Nothing contained herein shall require If a registration pursuant to this Section 4.02(a) involves an underwritten Public Offering, Sodexho may elect, in writing not less than 5 Business Days prior to the Company effective date of the registration statement filed in connection with such registration, not to reduce the number of shares of Company Common Stock proposed to be issued by the Company register such securities in a Registration initiated by the Company connection with respect to an offering of Company Common Stock for its own account. (b) such registration. No Incidental Registration registration effected under this Section 2.02 4.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company relieve SMS of its obligations to effect any Demand Registration registrations upon request as provided under Section 2.01 hereof4.01. SMS will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 4.02, and Sodexho shall pay all underwriting discounts and commissions, the fees and disbursements of special counsel designated to represent Sodexho, its out-of-pocket expenses and transfer taxes, if any, relating to the sale or disposition of Sodexho's Registrable Securities pursuant to a registration statement effected pursuant to this Section 4.02.

Incidental Registration. (a) If, If the Corporation at any time following the Effective Time, the Company proposes for any reason to file a Registration Statement register any of its securities under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form Forms S-4 or S-8 or any similar or successor form), other than pursuant to Section 5 hereof (or any substitute form that may be adopted by Section 5 of the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand RegistrationSeries C Registration Rights Agreement), the Company it shall each such time promptly give written notice to all holders of such proposed filing outstanding Restricted Securities of its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date)do, and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon and, upon the written direction of any Holderrequest, given within 20 30 days following the after receipt by such Holder of any such written notice notice, of any holder or holders of the Restricted Securities then outstanding to register any Reserved Shares (which direction request shall specify the number of Registrable Securities Reserved Shares intended to be sold or disposed of by such Holderholders and shall state the intended method of disposition of such Reserved Shares by the prospective seller), the Company Corporation shall include use its best efforts to cause all such Reserved Shares to be registered under the Securities Act promptly upon receipt of the written request of such holders for such registration, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid) by the prospective seller or sellers of the Reserved Shares so registered. In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request pursuant to this Section 6 (or Section 6 of the Series C Registration Rights Agreement, as the case may be) to register Reserved Shares shall specify that such Registration Statement shares are to be included in the underwriting (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration"a) such number on the same terms and conditions as the shares of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained hereinCommon Stock, if any, otherwise being sold through underwriters under such registration or (b) on terms and conditions comparable to those normally applicable to offerings of Common Stock in reasonably similar circumstances in the lead event that no other shares of Common Stock are being sold through underwriters under such registration; PROVIDED, HOWEVER, that if the managing underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) determines and advises in writing that the number inclusion of all shares of Company Common Stock requested to be included in such Registration registration would interfere with the successful marketing (iincluding pricing) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbsuch securities, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunderOther Shares, and the number of shares of Company Series A Common Stock and such Reserved Shares to be included in such Registration by other the underwritten public offering shall be reduced, first among the holders of shares Other Shares on a pro rata basis, second among the holders of Company the Series A Common Stock pursuant to contractual incidental registration rightson 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 in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither below 25% of the effects in total amount of the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock securities included in such Registration. Nothing contained herein 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 Company to reduce exclusion of any Prior Warrant Shares from any offering if such exclusion would conflict with the number terms of the Prior Warrants. Any Reserved Shares which are excluded from the Corporation's initial public offering (either because such shares of Company Common Stock proposed were not requested by the holders thereof to be issued by included therein or which were excluded pursuant to the Company immediately preceding sentence or in connection with a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected registration pursuant to Section 2.01 5 hereof (or Section 5 of the Series C Registration Rights Agreement, as the case may be) shall release be withheld from the Company of its obligations market by the holder thereof for a period, not to exceed 180 days, which the managing underwriter reasonably determines as necessary in order to effect any Demand Registration upon request as provided under Section 2.01 hereofthe initial public offering.

Incidental Registration. (a) IfFrom and after the time the Threshold has been reached, and to the extent in excess thereof, if the Company at any time following the Effective Time, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Company register any Common Stock (i) for its own account (other than in a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) Public Offering for the account of any holders of Company Coyote (except with respect to registration statements on a form which is not available for registering Common Stock (including any pursuant for sale to a Demand Registrationthe public), the Company shall each such time it will give at least ten days prior written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity Assignee Purchaser of its intention so to register such number of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that do including the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities proposed to be registered by each party requesting Incidental Registration rights hereunderCoyote. Upon the written request of any such Assignee Purchaser, and received by the Company within ten days after the giving of any such notice by the Company, to register up to its Article IV Equivalent Portion (as defined below) of all Common Stock held by such Assignee Purchaser (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable efforts to cause the shares of Common Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale by such Assignee Purchaser (in accordance with its written request) of such shares of Common Stock so registered. Alternatively, the Company may in its sole discretion include such shares of Common Stock in a separate registration statement to be filed concurrently with the registration statement for the account of Coyote to be filed by the Company. In the event that any registration pursuant to this Article IV shall be, in whole or in part, an underwritten Public Offering of shares of Common Stock, the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall an underwriting may be reduced in proportion to (pro rata among the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) requesting Assignee Purchasers and (ii) would result from Coyote based upon the number of shares of Company Common Stock included in owned by such Registration. Nothing contained herein shall require Assignee Purchasers and Coyote) due to (i) the provisions of any registration rights or similar agreement between the Company to reduce the number of shares of Company Common Stock proposed to be issued by and any Coyote Entity or between the Company in a Registration initiated by and any management shareholders (it being understood that the Company Coyote Entities and certain management shareholders shall have pro rata rights with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected incidental registration rights pursuant to Section 2.01 hereof or shall release (x) the registration rights agreement by and among the Company and the Coyote Entities, dated as of its obligations to effect any Demand Registration upon request the date hereof, and (y) that certain shareholders agreement, dated as provided under Section 2.01 of the date hereof., among the Company, APL Limited and the Coyote Entities and (z) that certain shareholders agreement, dated as of the date hereof, among the Company, the Coyote Entities and certain management shareholders), or (ii) if applicable, underwriter market

Incidental Registration. (a) If, at At any time following after the Effective TimeClosing Date until the date on which the obligations under this Article IV terminates pursuant to Section 4.11, subject to the terms and conditions hereof, if the Company proposes to file a Registration Statement register any equity securities of the Company (whether proposed to be offered for sale by the Company or by any other Person (other than the Holders)) (collectively, “Other Securities”) for public sale under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement registration by the Company (i) on Form S-4 or S-8 (or any substitute successor form that may be adopted by the Commission)) or thereto, (ii) for the account of on Form S-8 or any holders of Company Common Stock successor form thereto, (including any iii) pursuant to Section 4.1, (iv) pursuant to an Existing Registration Rights Agreement, or (v) on a Demand Registrationform or in a manner which would not permit registration of Registrable Securities for sale to the public under the Securities Act), the Company shall it will give prompt written notice reasonably in advance of the applicable filing date (which notice shall specify the intended method or methods of disposition) to Holders of its intention to do so (such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing datenotice, an “Incidental Notice”), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon upon the written direction request of any a Holder delivered to the Company within five Business Days after the requesting Holder, given within 20 days following the ’s receipt by such Holder of any such written notice an Incidental Notice (which direction request shall specify the number of Registrable Securities intended to be disposed of by such Holder) the Company will, subject to the terms and conditions hereof, use its best commercial efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders (a “Piggyback Registration”); provided, however, that: (i) if, at any time after giving an Incidental Notice 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 Other Securities, the Company may, at its election, give written notice of such determination to Holders within five Business Days thereof and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of such Other Securities, without prejudice, however, to the rights (to the extent applicable and subject to the terms and conditions hereof) of Holders to immediately request that such registration be effected as a registration under Section 4.1; (ii) in connection with any Underwritten Offering, the Company will not be required to effect any registration of Registrable Securities pursuant to this Section 4.2 if the Company shall have been advised by the managing underwriter for the offering that, in such firm’s reasonable opinion, a registration of Registrable Securities and Other Securities sought to be included in such Piggyback Registration may interfere with an orderly sale and distribution of the securities being sold in such offering or would adversely affect the success thereof; provided, however, that if an offering of some but not all of the Registrable Securities requested to be registered by the Holders and Other Securities sought to be included in such registration (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) would not interfere or have such adverse effect in the reasonable opinion of such firm, then the Company will include in such Registration Statement (an "Incidental Registration" andoffering: first, collectively with a Demand Registrationthe Other Securities to be registered for the Company’s account, a "Registration") such number of second, the Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock requested to be offered or (ii) result in a greater amount of Company Common Stock being offered than registered by the market could reasonably absorbHolders pursuant to this Section 4.2, then as well as all other Third Party Securities requested to be registered by third party stockholders under Other Registration Rights Agreements, allocated pro rata among the Registrable Securities and Third Party Securities based on the number of Registrable Securities and Third Party Securities proposed to be registered in such registration by each the Holders and such third party requesting Incidental Registration rights hereunderstockholders, as applicable (provided, that the Holders shall have priority over all such third party stockholders to sell up 20% of the aggregate securities proposed to be sold in any such offering (the “Piggyback Allotment”)), and the number of shares of Company Common Stock third, all Other Securities requested to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses registration; and (iiii) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company shall not be required to reduce give notice of, or effect any registration of Registrable Securities under this Section 4.2 incidental to, the number registration of shares any of Company Common Stock proposed to be issued by the Company its securities in a Registration initiated by the Company connection with respect to an offering of Company Common Stock for its own accountmergers, consolidations, acquisitions, exchange offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (b) In connection with any Underwritten Offering under this Section 4.2, the Company shall not be required to include the Registrable Securities of a Holder unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (c) No Incidental Registration registration of Registrable Securities effected under this Section 2.02 4.2 shall relieve the Company of its obligations (if any) to effect registrations of Registrable Securities pursuant to Section 4.1, and no registration effected pursuant to this Section 4.2 shall be deemed to have been effected pursuant to Section 2.01 hereof 4.1. (d) Notwithstanding anything to the contrary herein, if the Company conducts any capital raise (whether in the form of debt or shall release equity) or registers any Other Securities pursuant to an Existing Registration Rights Agreement and Nantucket is not permitted to participate for its full Piggyback Allotment of such capital raise or registration (whether due to a cutback initiated by the underwriter or placement agent or otherwise) or, in the case of any debt issuance (with or without warrants), at least twenty percent (20%) of the cash proceeds from such debt issuance are not used to repurchase Tranche A Shares held by Nantucket at the Minimum Share Price applicable to the relevant Time Period (a “Cutback Event”), the Company shall, as promptly as reasonably practicable, cause to be registered a number of shares of Common Stock owned by Nantucket equal to (i) the number of shares included in such capital raise or registration (or, in the case of a debt issuance, a number of shares of Common Stock owned by Nantucket (with such shares being valued at the arithmetic average of the volume weighted average price for Voting Common Stock during the ten consecutive trading day period prior to the date Nantucket notifies the Company of its obligations desire to effect a registration of its shares pursuant to the terms of this Section 4.2(d)) equal to the aggregate dollar amount of such debt issuance), multiplied by (ii) Nantucket’s then-current relative equity beneficial ownership percentage (on an as converted basis, taking into account the Tranche B Shares) of the Company (or relative proportion thereof if Nantucket is granted partial participation (i.e., less than the full Piggyback Allotment) or receives less than twenty percent (20%) of the cash proceeds from such debt issuance); provided, however, that (u) Nantucket’s subsequent sale of such shares shall be subject to the Floor Price during the Restricted Period; (v) no shares shall be registered pursuant to this Section 4.2(d) unless such shares constitute Registrable Securities; (w) the Company’s obligation to register shares pursuant to this Section 4.2(d) shall only be applicable with respect to shares, if any, owed by Nantucket that are not covered by an effective resale registration statement with the SEC; (x) for the avoidance of doubt, the provisions of Section 4.3(a) shall be applicable with respect to any registration pursuant to this Section 4.2(d); (y) for the avoidance of doubt, any registration of securities effected pursuant to this Section 4.2(b) shall not constitute a Demand Registration upon request for purposes of Section 4.1(b); and (z) any capital raise effected by the Company or Target prior to or at the Closing shall be taken into account for purposes of this Section 4.2(d) solely to the extent such capital raise is not reflected in the Pro Forma Cap Table (as provided under Section 2.01 hereofdefined in the Settlement Agreement).

Incidental Registration. (a) If, at any time following after the Demand Rights Effective TimeDate (as defined below), the Company B&G Foods proposes to file a Registration Statement register any of its Class A Common Stock or XXXx (or shares of Class A Common Stock or Senior Subordinated Notes comprising the XXXx) under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement registration (i) on Form S-8 or S-4 or S-8 (any successor or any substitute form that may be adopted by the Commission)) similar forms or (ii) for the account of any holders of Company relating to XXXx, Class A Common Stock (including or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any pursuant to a Demand Registrationemployee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the Company shall provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such proposed filing registration to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date)Shareholder, and such which notice shall set forth such Shareholder’s rights under this Section 2.1 and shall offer each Holder all such Shareholders the opportunity to register include in such number registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Holder shall requestShareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written direction request of any Holder, given Relevant Shareholder made within 20 15 days following after the receipt by such Holder of any such written notice from B&G Foods (which direction request shall specify the number amount and kinds of Registrable Securities intended to be disposed of by such HolderRelevant Shareholders), B&G Foods will use its best efforts to effect the Company registration under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required to permit the disposition of such Registration Securities to be so registered; provided that (y) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any XXXx, Class A Common Stock or Senior Subordinated Notes pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such XXXx, Class A Common Stock or Senior Subordinated Notes, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses (b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such Registration Statement (an "Incidental Registration" andregistration, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion up to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price Maximum Offering Size, so many of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities securities proposed to be registered by each party requesting Incidental Registration rights hereunderB&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, and all of the number of shares of Company XXXx and Class A Common Stock and Senior Subordinated Notes that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested to be included in such Incidental Registration by other holders the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of shares of Company Common Stock pursuant Registration Securities to contractual incidental registration rights, be included shall be reduced in proportion to made pro rata based on the number of securities originally Registration Securities that each Holder shall have requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accounttherein. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (ai) If, If the Company at any time following the Effective Time, the Company proposes to file register on a Registration Statement registration statement on Form X-0, Xxxx X-0, or S-3 (or an equivalent registration form then in effect) any shares of eXodus Common Stock ("SHARES") or any options, warrants or other rights to acquire, or securities convertible into or exchangeable for Shares (the "PRIORITY SECURITIES") under the Securities Act (PROVIDED, that the provisions of this Section 2 shall NOT apply to any registration (A) relating to securities issuable in connection with respect the eXodus IPO, (B) relating to shares issuable upon exercise of employee share options or in connection with any employee benefit or similar plan of the Company, or (C) in connection with an offering acquisition by the Company of Company Common Stock another company or other business entity or its assets (icollectively, "EXCLUDED REGISTRATIONS")) in a manner which would permit registration of Registrable Securities for its sale to the public under the Securities Act, whether or not for sale for the Company's own account account, it shall each such time (other than a Registration Statement on Form S-4 or S-8 (or with regard to any substitute form that may be adopted by the Commission)Excluded Registration) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration), the Company shall give prompt written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than of its intention to do so and of the Holders' rights under this SECTION 2(A), at least 30 calendar days before prior to the anticipated filing date), and date of the registration statement relating to such registration. Such notice shall offer each Holder the opportunity to register include in such registration statement (other than an Excluded Registration) such number of Registrable Securities as the such Holder shall may request. Upon the written direction request of any Holder, given Holder made within 20 calendar days following after the receipt by such Holder of any such written Company's notice (which direction request shall specify the number of Registrable Securities intended to be disposed of by such HolderHolder and the intended method of disposition thereof), the Company shall include will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by any Holder (any such registration on behalf of any Holder, other than an Excluded Registration, is sometimes hereinafter referred to as an "INCIDENTAL REGISTRATION"); PROVIDED, HOWEVER, that (A) if such registration involves an underwritten offering, each Holder requesting the inclusion of such Holder's Registrable Securities in such registration statement must sell such Holder's Registrable Securities to the underwriters selected by Company on the same terms and conditions as apply to the Company, and (B) if, at any time after giving written notice pursuant to this SECTION 2(A)(I) of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to the Holder and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration pursuant to this SECTION 2(A) involves an underwritten public offering, the Holder may elect, in writing not less than five (5) days 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. The Company shall pay all Registration Statement (an "Incidental Registration" and, collectively Expenses in connection with a Demand Registration, a "Registration") such number each registration of Registrable Securities as requested pursuant to this SECTION 2(A). However, the Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of its Registrable Securities pursuant to a registration statement effected pursuant to this SECTION 2(A), and the fees and disbursements of counsel to, and accountants or other professionals, retained by, such Holder. As to any particular Registrable Securities, such securities shall cease to be set forth Registrable Securities upon the earliest to occur of the following: (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such written directionregistration statement; (ii) when such securities may be sold under Rule 144 (or any successor provision) under the Securities Act; (iii) such securities shall have been otherwise transferred and new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company; (iv) such securities shall have ceased to be outstanding; or (v) the Holder in question shall have had the opportunity to have all of such Holder's Registrable Securities sold pursuant to three (3) or more such Incidental Registrations (singly or in the aggregate), the effective dates of at least two of such registration statements being not less than six (6) months apart. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (contrary contained in this SECTION 2(A)(I), the Company's obligation to give notice to a copy Holder in respect of any proposed registration shall cease as to such Holder when such Holder no longer owns securities which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of are Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and within the number meaning of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountthis Agreement. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (a) If, If the Corporation at any time following (including in connection with the Effective Time, the Company Initial Public Offering) proposes to file a Registration Statement under the Securities Act with respect register any securities pursuant to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Incidental Securities Registration), the Company it shall each such time give written notice of such proposed filing Incidental Securities Registration (the "Corporation's Notice"), at its expense, to each Holder as soon as practicable (but in any event not less than of the Shareholders and Other Holders at least 30 days before prior to the anticipated filing date), and of a registration statement with respect to such notice shall offer each Holder Incidental Registration with the opportunity to register such number of Registrable Securities as the Holder shall requestCommission. Upon the written direction request of any of the Shareholders (each, a "Shareholder's Notice") or Other Holder (a "Holder, 's Notice") given within 20 15 days following after receipt of the receipt by such Holder of any such written notice (which direction shall specify Corporation's Notice, stating the number of shares of Registrable Securities intended Stock to be disposed of by the Shareholder delivering such Holder)Shareholder's Notice, the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that or the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered disposed of by each party requesting Incidental Registration rights hereunderthe Other Holder delivering such Holder's Notice, and the number of Corporation shall use its best efforts promptly to cause all shares of Company Common Registrable Stock to be included specified in each such Registration by other holders of Shareholder's Notice, or shares of Company Common Stock pursuant to contractual incidental registration rightsSecurities specified in each such Holder's Notice, shall be reduced in proportion to the number of securities originally requested to be registered by each under the Securities Act so as to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) of them such shares, subject, however, to the extent that, limitations set forth in the lead underwriter's opinion, neither Paragraph 5 of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountthis Agreement. (b) No Incidental Registration effected under Notwithstanding anything to the contrary contained in this Section 2.02 shall Paragraph 4, no person (as defined, for these purposes, in Rule 144(a)(2) of the Commission) who then beneficially owns 1% or less of the outstanding Securities (including the Registrable Stock) may request that any of its shares of Registrable Stock be deemed to have been effected included in any registration statement filed by the Corporation pursuant to Section 2.01 hereof or shall release this Paragraph 4 unless, in the Company opinion of its obligations counsel for such person, such person's intended disposition of Registrable Stock could not be effected within 365 days of the date of said opinion without registration of such shares under the Securities Act (assuming, for this purpose, that if "current public information" (as defined in Rule 144(c) of the Commission under the Securities Act) is available with respect to effect any Demand Registration upon request the Corporation as provided under Section 2.01 hereofof the date of such opinion, it will remain so available for such 365-day period).

Incidental Registration. (a) If, at any Each time following the Effective Time, the Company proposes shall determine to file proceed with the actual preparation and filing of a Registration Statement registration statement under the Securities Act in connection with respect to an offering the proposed offer and sale for cash of Company Common Stock (i) for any of its own account securities by it or any of its security holders (other than a Registration Statement registration statement on Form S-4 or S-8 (or any substitute a form that may be adopted does not permit the inclusion of shares by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registrationits security holders), the Company shall will promptly give written notice of such proposed filing its determination to each Holder all record holders of Purchased Stock (as soon as practicable (but in any event not less than 30 days before the anticipated filing datehereinafter defined), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon the written direction request of a record holder of any Holder, shares of Purchased Stock given within 20 30 days following the after receipt by such Holder of any such written notice (from the Company, the Company will, except as herein provided, cause all the shares of Conversion Stock and Warrant Stock, the Purchasers or record holders of which direction shall specify the number of Registrable Securities intended have so requested registration thereof, to be disposed included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Conversion Stock or Warrant Stock to be so registered; provided, however, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by such Holder)it; provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively promptly complete the registration for the benefit of those selling security holders who wish to proceed with a Demand Registrationpublic offering of their securities at the Company's expense. If any registration pursuant to this Section 11.2 shall be underwritten in whole or in part, a "Registration") such the Company may require that the Conversion Stock or Warrant Stock requested for inclusion pursuant to this Section 11.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In the event that the Conversion Stock or Warrant Stock requested for inclusion pursuant to this Section 11.2 would constitute more than 25 % of the total number of Registrable Securities as shall shares to be set forth included in such written direction. Notwithstanding anything contained hereina proposed underwritten public offering, and if in the lead good faith judgment of the managing underwriter of an such public offering involving an Incidental Registration delivers the inclusion of all of the Conversion Stock or Warrant Stock originally covered by a written opinion request for registration would reduce the number of shares to be offered by the Company (a copy or interfere with the successful marketing of which shall be provided to the Holders) that shares of stock offered by the Company, the number of shares of Company Common Conversion Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Warrant Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock otherwise to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall the underwritten public offering may be reduced in proportion to the pro rata (by number of securities originally requested to be registered by each of them to shares) among the extent thatholders thereof requesting such registration, in provided, however, that after any such required reduction the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) Conversion Stock and (ii) would result from the number of shares of Company Common Warrant Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.to

Incidental Registration. (a) If, If the Corporation at any time following within five (5) years from the Effective Time, the Company date of this Warrant proposes to file a register under the 1933 Act any of its securities on Forms S-1, S-2, SB-2, or S-3, or on any successor or similar form of Registration Statement under the Securities Act (EXCEPT with respect to an the first public offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted securities by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any Corporation pursuant to a Demand Registrationregistration statement filed under the 1933 Act after the date of this Warrant), the Company shall it will give written notice to all Holders of such proposed filing this Warrant, any Warrants issued pursuant to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date)Section 2 and/or Section 3(a) hereof, and such notice shall offer each Holder the opportunity any Warrant Shares of its intention to register such number of Registrable Securities as the Holder shall request. Upon do so, and on the written direction of any Holder, given within 20 days following the receipt by such Holder request of any such written Holder given within twenty (20) calendar days after receipt of any such notice (which direction request shall specify the number of Registrable Securities Warrant Shares intended to be sold or disposed of by such Holder), the Company shall include in Corporation will use its best efforts to cause all such Registration Statement (an "Incidental Registration" andWarrant Shares, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy Holders of which shall be provided to have requested the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered registration or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbqualification thereof, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration registration statement proposed to be filed by other holders the Corporation; provided, however, that if a greater number of shares Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of Company Common Stock pursuant to contractual incidental registration rights, the managing underwriter of the proposed offering (which opinion shall be reduced in proportion writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities originally requested of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders' shares, and the Corporation shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Corporation, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered by each of them or qualified. Holders who elect to the extent that, include their Warrants Shares in a registration pursuant to this Section 9(a) shall participate in the lead underwriter's opinion, neither of registered offering on the effects in same terms as the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountCorporation. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (a) IfSubject to Section 2.6, if at any time following the Effective Time, the Company proposes to Xxxxxxx determines that it shall file a Registration Statement under the Securities Act with respect to an offering of Company Common Stock (other than (i) for its own account (other than a Registration Statement on a Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) successor or similar forms, or (ii) a registration in connection with an exchange offer or the offering of securities solely to Xxxxxxx’x existing security holders) on any form that also would permit the registration for resale of the Registrable Securities and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the account general registration of its Common Stock to be sold for cash, Xxxxxxx shall each such time promptly give each Holder written notice of such determination setting forth the date on which Xxxxxxx proposes to file such Registration Statement, which date shall be no earlier than 30 days from the date of such notice, and advising each Holder of its right to have Registrable Securities included in such registration. Upon the written request of any holders Holder received by Xxxxxxx no later than 15 days after the date of Company Common Stock (including Xxxxxxx’x notice, Xxxxxxx shall use its commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has so requested to be registered; provided that if, at any pursuant time after giving written notice of its intention to a Demand Registration)register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, Xxxxxxx shall determine for any reason not to proceed with the Company shall proposed registration of the securities to be sold by it, Xxxxxxx may, at its election, give written notice of such proposed filing determination to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder and, thereupon, shall request. Upon the written direction be relieved of its obligation to register any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed in connection with such registration. If, in the opinion of by such Holderthe managing underwriter (or, in the case of a non-underwritten offering, in the opinion of Xxxxxxx), the Company total amount of such securities to be so registered, including such Registrable Securities, will exceed the maximum amount of Xxxxxxx’x securities that can be marketed at a price reasonably related to the then-current market value of such securities, then Xxxxxxx shall include in such Registration Statement registration (an "Incidental Registration" andi) first, collectively with a Demand Registrationall the securities Xxxxxxx proposes to sell for its own account or is required to register on behalf of any third party exercising rights (whether in existence on the date of this Agreement or hereafter granted by Xxxxxxx) similar to those provided for in Section 2.1(a) and without having the adverse effect referred to above, a "Registration"(ii) such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained hereinsecond, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) extent that the number of shares securities which Xxxxxxx proposes to sell for its own account pursuant to this Section 2.2 or is required to register on behalf of Company Common Stock included any third party exercising rights (whether in such Registration would (iexistence on the date of this Agreement or hereafter granted by Xxxxxxx) materially and adversely affect the price of the Company Common Stock similar to be offered or (iithose provided for in Section 2.1(a) result in a greater amount of Company Common Stock being offered is less than the market could reasonably absorb, then the number of Registrable Securities equity securities which Xxxxxxx has been advised can be sold in such offering without having the adverse effect referred to be registered by each party requesting Incidental Registration rights hereunderabove, and the number of all shares of Company Common Stock requested to be included by third parties exercising the rights similar to those granted in such Registration by other holders of shares of Company Common Stock pursuant this Section 2.2 and (iii) third, to contractual incidental registration rights, shall be reduced in proportion to the extent that the number of securities originally requested referred to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from is less than the number of shares of Company Common Stock equity securities which Xxxxxxx 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. Nothing contained herein shall require registration by the Company Holders pursuant to reduce this Section 2.2; provided, that if the number of shares of Company Common Stock proposed Registrable Securities requested to be issued included in such registration by the Company Holders pursuant to this Section 2.2, together with the number of securities to be included in a Registration initiated such registration pursuant to clauses (i) and (ii) of this Section 2.2, exceed the number which Xxxxxxx has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Securities requested to be included in such registration by the Company with respect Holders pursuant to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 2.2 shall be deemed limited to have been effected pursuant such extent and shall be allocated pro rata among all such requesting Holders on the basis of the relative number of Registrable Securities each such Holder has requested to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereofbe included in such registration.

Incidental Registration. (a) IfSubject to Section 2.5, if Cendant at any time following after the Effective Time, the Company Closing Date proposes to file a Registration Statement register any shares of Xxxx.xxx Stock under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form successor or similar forms and other than pursuant to Section 2.1), whether or not for sale for its own account, it will each such time give prompt written notice to Liberty Digital of its intention to do so and of Liberty Digital's rights under this Section 2.2; PROVIDED that may be adopted by the Commission)) or (ii) for the account Cendant will not give such notice and will have no obligation to effect any registration of any Registrable Securities under this Section 2.2 if the proposed registration is pursuant to an agreement in effect on the date hereof which prohibits other holders of Company Common shares of Xxxx.xxx Stock (including any pursuant to a Demand Registration), the Company shall give written notice of from participating in such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall requestregistration. Upon the written direction request of any Holder, given Liberty Digital made within 20 10 business days following after the receipt by such Holder of any such written notice (which direction request shall specify the number of Registrable Securities intended to be disposed of by Liberty Digital and the intended method of disposition thereof, provided that if the shares to be registered by Cendant are to be distributed through one or more underwriters as provided in Section 2.4 Liberty Digital must agree to distribute such HolderRegistrable Securities by or through such underwriter or underwriters), Cendant will, subject to the Company terms of this Agreement, use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Cendant has been so requested to register by Liberty Digital, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the shares of Xxxx.xxx Stock which Cendant proposes to register (whether or not for sale for its own account); PROVIDED, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, Cendant shall include in determine for any reason either not to register or to delay registration of such Registration Statement (an "Incidental Registration" securities, Cendant may, at its election, give written notice of such determination to Liberty Digital and, collectively thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Liberty Digital to request that such registration be effected as a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from in the number case of shares of Company Common Stock included a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such Registrationother securities. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration registration effected under this Section 2.02 2.2 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company relieve Cendant of its obligations obligation to effect any Demand Registration, nor shall any such registration hereunder be deemed to be a Demand Registration. Cendant will pay all Registration upon request as provided under Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.01 hereof2.2.

Incidental Registration. (a) IfSubject to Section 6.4(b) hereof and Section 6.4(c) hereof, if at any time following prior to the Effective Time, the Company proposes to file filing of a Registration Statement in connection with the Required Registration the Issuer proposes to register under the Securities Act with respect to any shares of the same class as any of the Registrable Securities (whether in an underwritten public offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (otherwise and whether or any substitute form that may be adopted by the Commission)) or (ii) not for the account of the Issuer or for any holders stockholder of Company Common Stock (including any pursuant to a Demand Registrationthe Issuer), in a manner that would permit the Company shall registration under the Securities Act of Registrable Securities for sale to the public, the Issuer will give written notice of such proposed filing to each Holder as soon as practicable of its intention to do so not later than twenty (but in any event not less than 30 20) days before prior to the anticipated filing datedate of the applicable Registration Statement. Any Holder may elect to participate in such registration on the same basis as the planned method of distribution contemplated by the proposed Registration Statement by delivering to the Issuer written notice of its election, in the form of the Notice and Questionnaire, within fifteen (15) days after its receipt of the Issuer’s notice pursuant to this Section 6.4(a), and such notice shall offer each Holder . A Holder’s election pursuant to this Section 6.4(a) must (i) specify the opportunity to register such number amount of Registrable Securities as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock desired to be included in such Registration Statement by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) such Holder and (ii) would result from include any other information that the number of shares of Company Common Stock Issuer reasonably requests be included in such RegistrationRegistration Statement. Nothing contained herein shall require Upon its receipt of a Holder’s election pursuant to this Section 6.4(a), the Company Issuer will, subject to reduce the number of shares of Company Common Stock proposed Section 6.5 hereof, use its commercially reasonable efforts to include in such Registration Statement all Registrable Securities requested to be issued by included. Any registration of Registrable Securities pursuant to this Section 6.4 is referred to as an “Incidental Registration”, and any Holder whose Registrable Securities are included at the Company request of such Holder in an Incidental Registration pursuant to this Section 6.4 is referred to as a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account“Selling Stockholder.” (b) No Incidental Registration effected The Issuer shall have no obligation under this Section 2.02 shall be deemed 6.4 with respect to have been any registration effected pursuant to a registration statement on Form S-4 (or any other registration statement registering shares issued in a merger, consolidation, acquisition, or similar transaction) or Form S-8, or any successor or comparable forms, or a registration statement filed in connection with an exchange offer or any offering of securities solely to the Issuer’s existing stockholders or otherwise pursuant to a dividend reinvestment plan, stock purchase plan or other employee benefit plan. (c) The Issuer shall have no obligation under this Section 2.01 hereof 6.4 with respect to any registration initiated by one or shall release more Third-Party Demand Stockholders pursuant to one or more registration rights agreements under which the Company rights of its obligations to effect any all such Third-Party Demand Registration upon request as provided under Section 2.01 hereofStockholders are pari passu, if: (i) the applicable agreement between the Issuer and such Third-Party Demand Stockholders that provides for such registration rights prohibits the inclusion in such registration of securities other than those offered by such Third-Party Demand Stockholders and the Issuer, and (ii) no securities other than those offered by such Third-Party Demand Stockholders are included in such registration.

Incidental Registration. (a) If, If the Company at any time following the Effective Time, the Company proposes to file a Registration Statement register any of its equity securities under the Securities Act with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 registration (i) relating to shares of Common Stock issuable upon exercise of employee stock options or S-8 (in connection with any employee benefit or any substitute form that may be adopted by similar plan of the Commission)) or Company, (ii) in connection with an acquisition by the Company of another company, or (iii) pursuant to Section 7.01) in a manner which would permit registration of Registrable Securities for sale to the account public under the Securities Act, it shall each such time, subject to the provisions of any Section 7.02(b), give prompt written notice to all holders of Company Common Stock (including any pursuant record of Registrable Securities of its intention to a Demand Registration), the Company shall give written notice do so and of such proposed filing to each Holder as soon as practicable (but in any event not less than holders' rights under this Section 7.02, at least 30 days before prior to the anticipated filing date), and date of the Registration Statement relating to such registration. Such notice shall offer each Holder all such holders the opportunity to register include in such Registration Statement such number of Registrable Securities as the Holder shall each such holder may request. Upon the written direction request of any Holder, given any. such holder made within 20 days following after the receipt by such Holder of any such written the Company's notice (which direction request shall specify the number of Registrable Securities intended to be disposed of by such Holderholder and the intended method of disposition thereof), the Company shall include in will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof; PROVIDED, that (x) if such Registration Statement (registration involves an "Incidental Registration" andunderwritten offering, collectively with a Demand Registration, a "Registration") such number all holders of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the number of shares of Company Common Stock included in such Registration would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental the Company's registration rights, shall be reduced in proportion must sell their Registrable Securities to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued underwriters selected by the Company on the same terms and conditions as apply to the Company; and (y) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 7.02(a) and prior to the Effective Date of the Registration Statement filed in a Registration initiated by connection with such registration, the Company shall determine for any reason not to register such 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 respect such registration (without prejudice, however, to an offering rights of Company Common Stock for its own account. (b) No Incidental Registration effected the holders of Registrable Securities under Section 7.01). If a registration pursuant to this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.7.02(a) involves an underwritten public

Incidental Registration. (a) If, at any time following the Effective Time, the Company If Buyer proposes to file a Registration Statement register any of its equity securities under the Securities Act with respect to an offering of Company Common on Forms X-0, X-0, X-0, X-00 or any other registration form at the time in effect on which Registration Stock (i) could be registered for its own account sale by the holders thereof (other than a Registration Statement on Form S-4 registration in connection with an acquisition of or S-8 (merger with another entity or any substitute form that may be adopted by the Commission)) or (ii) for the account sale of any holders shares to employees of Company Common Stock (including any Buyer pursuant to a Demand Registrationemployee stock options or other employee stock plans), the Company Buyer shall on each such occasion give written notice to all record holders of such proposed filing any outstanding shares of Registration Stock of its intention so to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date)do and, and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon upon the written direction request of any Holdersuch holder of any Registration Stock, given within 20 30 days following the after receipt by such Holder of any such written notice (which direction request shall specify state the number intended method of Registrable Securities intended disposition of Registration Stock by the prospective seller), Buyer will use its diligent, good faith efforts to cause the Registration Stock, as to which the holders shall have so requested registration, to be disposed registered under the Securities Act and under the same registration statement proposed to be filed by Buyer, all to the extent requisite to permit the sale or other disposition (in accordance with the written request of the holders, as aforesaid) by the prospective seller or sellers of the Registration Stock so registered; provided, however, that if the offering to which the proposed registration statement relates is to be distributed by or through an underwriter, each seller shall agree either to sell his Registration Stock through such Holder), underwriter on the Company shall include in such Registration Statement (an "Incidental Registration" same terms and conditions as the underwriter agrees to sell securities of Buyer; and, collectively with provided, further, that if a Demand Registration, a "Registration") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to the Company (a copy of which shall be provided to the Holders) that the greater number of shares of Company Common Registration Stock included and Additional Registration Stock is offered for participation in such Registration would (i) materially and adversely affect the price proposed underwriting than in the opinion of the Company Common Stock managing underwriter proposing to underwrite securities of Buyer to be sold can be accommodated without adversely affecting the proposed underwriting, Buyer may elect to reduce pro-rata (based upon the amount of shares owned) the amount of all securities (including shares of Registration Stock) proposed to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual incidental registration rights, shall be reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither underwriting for the accounts of the effects in the foregoing clauses (i) and (ii) would result from the all persons other than Buyer to a number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued deemed satisfactory by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountmanaging underwriter. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof.

Incidental Registration. (a) IfSection 3.1. Subject to the other restrictions contained in this Article III, at any time following the Effective Time, if the Company proposes proposes, other than pursuant to file a Registration Statement Article II, to register any equity securities of the Company (collectively, “Other Securities”) for public sale under the Securities Act with respect (whether proposed to an offering of Company Common Stock (i) be offered for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted sale by the Commission)Company or by any other Person) or (ii) for the account of any holders of Company Common Stock (including any pursuant to on a Demand Registration), the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but form and in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number a manner which would permit registration of Registrable Securities as for sale to the Holder shall request. Upon public under the written direction of any HolderSecurities Act, given within 20 days following the receipt by such Holder of any such it will give prompt written notice (which direction notice shall specify the intended method or methods of disposition) to Holders of its intention to do so (such notice, an “Incidental Notice”), and upon the written request of Holders delivered to the Company within five Business Days after the giving of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by Holders) the Company will use its commercially reasonable efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders (a “Piggyback Registration”); provided, however, that: 3.1.1. if, at any time after giving such Holder)written notice of its intention to register Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall include determine for any reason not to register such Other Securities, the Company may, at its election, give written notice of such determination to Holders, if they requested registration, and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of such Other Securities (but not from its obligation to pay Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number Expenses to the extent incurred in connection therewith as provided in Section 7.5); 3.1.2. the Company will not be required to effect any registration of Registrable Securities as pursuant to this Article III if the Company shall be set forth have been advised by the managing underwriter for the offering selected by the Company that, in such written direction. Notwithstanding anything contained hereinfirm’s opinion, if the lead underwriter a registration of an offering involving an Incidental Registration delivers a written opinion to Registrable Securities and other securities of the Company (a copy at that time may interfere with an orderly sale and distribution of which shall be provided to the Holders) that the number of shares of Company Common Stock included securities being sold in such Registration would (i) offering or materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbsuch securities, then the number Company shall include in the registration statement applicable to such Piggyback Registration only such securities as so advised by such underwriter can be sold without such effect (the “Maximum Piggyback Number”) as follows and in the following priority: (a) to the extent such public offering is the result of Registrable a registration initiated by the Company, (i) first, the Other Securities to be registered by each party requesting Incidental Registration rights hereunderfor the Company’s account, and (ii) second, if the number of shares of Company Common Stock securities under clause (i) above is less than the Maximum Piggyback Number, the Registrable Securities requested to be included in such Registration by other holders of shares of Company Common Stock registered pursuant to contractual incidental registration rightsArticle III, shall be reduced allocated pro rata among the Registrable Securities which in proportion the aggregate, when added to the number of securities originally requested to be registered by each under clause (i) above, equals the Maximum Piggyback Number, and (iii) third, if the number of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing securities under clauses (i) and (ii) would result from above are less than the Maximum Piggyback Number, all Other Securities requested to be included in such registration, pro rata, based on the number of shares Other Securities beneficially owned by each such holder of Company Common Stock included Other Securities which in such Registration. Nothing contained herein shall require the Company aggregate, when added to reduce the number of shares of Company Common Stock proposed securities to be issued by registered under clauses (i) and (ii) above, equals the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account.Maximum Piggyback Number; or (b) No Incidental Registration effected to the extent such public offering is the result of a registration by any Persons (other than the Company or the Holders) exercising a contractual right to demand registration not included in this Agreement, (i) first, all Other Securities owned by such Persons exercising the contractual right, pro rata, based on the number of Other Securities beneficially owned by each such holder of Other Securities, (i) second, if the number of securities under clause (i) above is less than the Maximum Piggyback Number, the Registrable Securities as to which registration has been requested pursuant to Article III, pro rata, based on the number of Registrable Securities beneficially owned by such Holders which in the aggregate, when added to the number of securities to be registered under clause (i) above, equals the Maximum Piggyback Number, (iii) third,, if the number of securities under clauses (i) and (ii) above are less than the Maximum Piggyback Number, all Other Securities being sold by the Company which in the aggregate, when added to the number of securities to be registered under clauses (i) and (ii) above, equals the Maximum Piggyback Number, and (iv) fourth, if the number of securities under clauses (i), (ii) and (iii) above are less than the Maximum Piggyback Number, all Other Securities requested to be included in such registration by other holders thereof (other than the Company and the Holders), pro rata, based on the number of Other Securities beneficially owned by each such holder of Other Securities which in the aggregate, when added to the number of securities to be registered under clauses (i), (ii) and (iii) above, equals the Maximum Piggyback Number; 3.1.3. the Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Article III incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. Section 2.02 3.2. The Incidental Notice and the contents thereof shall be deemed kept confidential by the Investors and their respective Affiliates and representatives, and the Investors shall be responsible for breaches of confidentiality by their respective Affiliates and representatives. Section 3.3. The Company may not commence or permit the commencement of any sale of Other Securities for its own account or the account of another Person that is not a Holder in a public offering to which this Article III applies unless the Holders shall have been effected pursuant received the Incidental Notice in respect to Section 2.01 hereof or shall release such public offering and had an opportunity of five Business Days to respond to the Company prior to the commencement of its obligations such sale of Other Securities. The Holders electing to effect participate in a Piggyback Registration shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any Demand Registration upon request as provided under Section 2.01 hereoftime at least two Business Days prior to the effective date of the registration statement relating to such Piggyback Registration.

Incidental Registration. (a) If, at any time following the Effective Timeafter January 15, 1996 the Company proposes to file a Registration Statement register any of its equity securities under the Securities Act with respect to an offering of Company Common Stock (i) 1933 Act, whether or not for sale for its own account (account, on a form and in a manner which would permit registration of the Common Shares for sale to the public under the 1933 Act, it will give prompt written notice to you of its intention to do so, describing such securities and specifying the form and manner and the other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock relevant facts involved in such proposed registration (including any pursuant the date by which you must give notice hereunder of your intention to a Demand Registration), the Company shall give written notice of such proposed filing exercise your right to each Holder as soon as practicable (but include Common Shares in any event not less than 30 days before the anticipated filing datesuch registration), and such notice shall offer each Holder the opportunity to register such number of Registrable Securities as the Holder shall request. Upon upon the written direction request of any Holder, given you delivered to the Company within 20 10 business days following after the receipt by such Holder giving of any such written notice (which direction request shall specify the number of Registrable Securities Common Shares intended to be disposed of by such Holderyou and the intended method or methods of disposition thereof), the Company shall include in such Registration Statement (an "Incidental Registration" and, collectively with a Demand Registration, a "Registration") such number will use its best efforts to effect the registration under the 1933 Act of Registrable Securities as shall all Common Shares which you have so requested to 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 registered to the Company extent requisite to permit the disposition (a copy in accordance with the intended methods thereof as aforesaid) of which shall the Common Shares so to be registered, provided to the Holders) that the number of shares of Company Common Stock included in such Registration would that: (i) if, at any time after giving such written notice of your intention to register any of your securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to you and thereupon shall be relieved of its obligation to register any Common Shares in connection with such registration; (ii) if (A) the registration so proposed by the Company involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, (B) the Company proposes that the securities to be registered in such underwritten offering will include all of the Common Shares requested to be so included, and (C) the managing underwriter of such underwritten offering shall advise the Company in writing that, in its opinion, the distribution of all or a specified portion of such Common Shares concurrently with the securities being distributed by such underwriters will materially and adversely affect the price distribution of such securities by such underwriters (such opinion to state the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorbreasons therefor), then the number Company will promptly furnish you with a copy of Registrable Securities such opinion and may require, by written notice to you accompanying such opinion, that all or a specified portion of such Common Shares be registered by each party requesting Incidental Registration rights hereunder, and the number excluded from such distribution; and (iii) The Company shall not be obligated to effect any registration of shares of Company Common Stock to be included in such Registration by other holders of shares of Company Common Stock pursuant to contractual Shares under this Section 4 incidental registration rights, shall be reduced in proportion to the number registration of any of its securities originally requested to be registered by each of them in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans or incidental to the extent that, in the lead underwriter's opinion, neither registration of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such Registration. Nothing contained herein shall require the Company to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own accountany non-equity securities convertible into equity securities. (b) No Incidental Registration effected under Except as otherwise prohibited by applicable law, the Company will pay all registration expenses in connection with any registration of Common Shares requested pursuant to this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof4.

Incidental Registration. If the Company at any time proposes to register any of its equity securities (as defined in the Exchange Act) under the Securities Act, whether or not for sale for its own account, and the registration form to be used may be used for the registration of the Covered Shares, it will each such time give prompt written notice to the Executive of its intention to do so and of such holders' rights under this Section and, upon the written request of the Executive given to the Company within 30 days after the Company has given any such notice (which notice shall specify the number of Covered Shares that the Executive desires to have included in such registration), the Company will use its best efforts to effect the registration under the Securities Act of all Covered Shares that the Company has been so requested to register, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Covered Shares so to be registered, provided that: (a) Ifif such registration shall be in connection with the initial public offering of the Common Stock, the Company shall not be required to include any Covered Shares in such proposed registration; and (b) in the case of any other registration, if the Board shall have determined, after consultation with the managing underwriters for such offering, that it is not in the best interests of the Company to include any such Covered Shares in such registration; (c) if, at any time following after giving written notice of its intention to register any securities and prior to the Effective Time, effective date of the Company proposes to file a Registration Statement under the Securities Act registration statement filed in connection with respect to an offering of Company Common Stock (i) for its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of Company Common Stock (including any pursuant to a Demand Registration)such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such proposed filing determination to each Holder as soon as practicable the Executive and, thereupon, shall not register any Covered Shares in connection with such registration (but shall nevertheless pay the Registration Expenses in any event connection therewith); (d) if the Company shall be advised in writing by the managing underwriters (or, in connection with an offering which is not less than 30 days before underwritten, by an investment banker) (and the anticipated filing date), and such notice Company shall offer each Holder so advise the opportunity to register such Executive) that in their or its opinion the number of Registrable Securities as securities requested to be included in such registration (whether by the Holder shall request. Upon Company, pursuant to this Section 2 or pursuant to any other rights granted by the written direction Company to a holder or holders of any Holder, given within 20 days following the receipt by its securities to request or demand such Holder registration or inclusion of any such written notice (which direction shall specify securities in any such registration) exceeds the number of Registrable Securities intended to such securities which can be disposed of by sold in such Holder)offering, the Company shall include in such Registration Statement registration the number (an "Incidental Registration" andif any) of Covered Shares so requested to be included which in the opinion of such underwriters or investment banker, collectively with a Demand Registrationas the case 3 52 may be, a "Registration"can be sold; provided that (i) such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to any securities being sold by the Company (a copy of which and any person having demand registration rights in connection with such registration shall be provided to the Holders) that the number of shares of Company Common Stock have priority in being included in such Registration would (i) materially registration and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by each party requesting Incidental Registration rights hereunder, and the number of shares of Company Common Stock to be other securities included in such Registration by other holders of shares of Company Common Stock the offering and being sold pursuant to contractual incidental "piggyback" registration rights, shall rights will be reduced pro rata (in proportion to accordance with the number of securities originally requested covered) with the Covered Shares; and (e) if prior to the effective date of the registration statement filed in connection with such registration, the Company is informed by the managing underwriter (or, in connection with an offering which is not underwritten, by an investment banker) that the price at which such securities are to be registered by each sold is a price below that price which the Executive shall have indicated to be acceptable, the Company shall promptly notify the Executive of them such fact, and the Executive shall have the right to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock withdraw his request to have his Covered Shares included in such Registrationregistration statement. Nothing contained herein shall require the The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to reduce the number of shares of Company Common Stock proposed to be issued by the Company in a Registration initiated by the Company with respect to an offering of Company Common Stock for its own account. (b) No Incidental Registration effected under this Section 2.02 shall be deemed to have been effected pursuant to Section 2.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 2.01 hereof2.1.