Common use of Incidental Registration Clause in Contracts

Incidental Registration. (a) If, at any time after the First Public Offering, the Company proposes to register any Company Securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 Shares that the Company and such Shareholders 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 would 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 Shareholders 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) IfSubject to Section 5.09 and to the registration rights of the holders of the Senior Preferred Stock and ING, if at any time after the First Public Offering, the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities Act for the registration of Common Stock (other than a registration statement on a Form S-4 or S-8 or S-4, or an offering of securities solely to the Company's existing stockholders) on any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan form that would also permit the registration of the Company Registrable Stock and such filing is to be on its behalf or in connection with a direct or indirect acquisition by on behalf of selling holders of its securities for the general registration of Common Stock to be sold for cash, the Company shall each such time promptly give the Holders written notice of another Person)such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 15 days from the date of such notice, and advising the Holders of their right to have Registrable Stock included in such registration. In the case of a registration statement to be filed on behalf of selling holders of its securities, the Company shall also indicate in such notice whether or not for sale for it will be registering securities on its own account, it will each such time, subject to the provisions behalf as part of Section 5.02(b), give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)statement. Upon the written request of any such Shareholder made within Holder received by the Company not later than 15 days after the receipt date of the Company's notice from the Company (which request shall specify state the number of Registrable Securities intended Shares to be disposed so registered and the intended method of by such Shareholderdistribution), the Company will shall, subject to Section 5.04(b) below, use its all reasonable best efforts to effect the registration cause to be registered under the Securities Act all of all the Registrable Securities Stock that each such Holder has so requested to be registered; provided, however, that the Company has been so requested shall have the right to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such postpone or withdraw any registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities effected pursuant to this Section 5.02(a) and prior 5.04 without obligation or liability to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02Holder. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand RegistrationIf, in which case the provisions with respect to priority opinion of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that(or, in its viewthe case of a non-underwritten offering, in the opinion of the Company), the number total amount of Shares that such securities to be so registered, including such Registrable Stock, will exceed the Company maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities and such Shareholders intend (ii) without otherwise materially and adversely affecting the entire offering, then subject to include in such the registration exceeds rights of the Maximum Offering Sizeholders of the Senior Preferred Stock and ING, 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all and Registrable Securities requested Stock to be included in such registration by shall be included in the Institutional Shareholders and each following order: (A) first, any securities of their the Company; (B) second, any Registrable Stock of the Stockholders or the Stockholder Permitted Transferees; and (C) third, any Registrable Stock of Xx. Xxxxx or the Xxxxx Permitted Transferees or any other stockholder hereafter granted incidental registration rights in proportion (allocated, if necessary for as nearly as practicable) to 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 amount of Registrable Securities so Stock requested to be included in by Xx. Xxxxx, the Xxxxx Permitted Transferees or such registration), (iii) third, any securities proposed to be registered for stockholders at the account time of any other Persons with such priorities among them as the Company shall determinefiling of the registration statement.

Incidental Registration. (a) If, at any time Commencing immediately after the First Public Offeringdate of Closing (as defined in the Investor Agreement), if the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at each such time the Company of another Person), whether or not for sale for its own account, it will shall promptly give each such time, subject to the provisions of Section 5.02(b), give prompt Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than twenty (20) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationCompany's notice, the Company shall determine for any reason not use its best efforts to register cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the Company shall give written notice entire offering, then the amount of Registrable Stock to all such Shareholders and, thereupon, be offered for the accounts of Holders shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration reduced pro rata to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration necessary to reduce the total amount 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, 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 Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by offering to the Institutional Shareholders and each of their Permitted Transfereesrecommended amount; provided, (allocated, that 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 are being offered for the account of any other Persons with such priorities among them as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company shall determineover the amount of securities they intended to offer.

Incidental Registration. (a) If, If at any time after the First Public Offering, the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with any an exchange offer or an offering of securities solely to the Company’s employee benefit or similar plan plans) on any form that would also permit the registration of the Registrable Shares and such filing is to be on behalf of the Company or in connection with a direct or indirect acquisition by and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, the Company of another Person), whether or not for sale for its own account, it will shall each such time, subject to the provisions of Section 5.02(b), time promptly give prompt each Other Stockholder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the anticipated filing date of the registration statement relating such notice, and advising each Other Stockholder of its right to have such registration to each Shareholder, which notice shall set forth such ShareholderOther Stockholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include Registrable Shares included in such registration statement registration; provided that the number of Other Stockholders shall not have any right to have their Registrable Securities Shares included in the initial public offering of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)Company if no other Stockholder has its Registrable Shares so included. Upon the written request of any such Shareholder made within 15 Other Stockholder received by the Company no later than fifteen (15) days after the receipt date of notice from the Company’s notice, the Company shall use all reasonable efforts to cause to be registered under the Securities Act all of the Registrable Shares that each Other Stockholder has so requested to be registered. If, in the written opinion of the managing underwriter (or, in the case of a non-underwritten offering, as reasonably determined by the Board and communicated in writing to the Stockholders), the total amount of such securities to be so registered, including such Registrable Shares, will exceed the maximum amount of the Company’s securities which request can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the Company shall specify be entitled to reduce the number of Registrable Securities intended Shares to be disposed sold in the offering by the Other Stockholders, and any other stockholders of by such Shareholder), the Company will use its reasonable best efforts exercising incidental registrations rights similar to effect those set forth herein, to that number which in the registration under written opinion of the Securities Act managing underwriter (or, in the case of a non-underwritten offering, as reasonably determined by the Board and communicated in writing to the Other Stockholders) would permit all Registrable Securities that such securities (including Shares held by any other stockholder of the Company has been who proposes to exercise such incidental registration rights) to be so requested to register by all such Shareholders, marketed. Such reduction shall be allocated among the Other Stockholders in proportion (as nearly as practicable) to the extent requisite to permit amount of Registrable Shares owned by each such Other Stockholder and the disposition number of Shares owned by any other stockholders of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting Company which are sought to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date statement by such other stockholders of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) secondCompany, all Registrable Securities requested to be included in such measured at the time of filing the registration by the Institutional Shareholders 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 determinestatement.

Incidental Registration. (ai) If, If the Company at any time after the First Public Offering, the Company proposes to register or sell any Company Securities Common Shares or any options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Common Shares (the “Priority Securities”) under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, (A) relating to Ordinary Shares shares issuable upon exercise of employee stock share options or in connection with any employee benefit or similar plan of the Company or Company, (B) in connection with a direct any scheme of arrangement, merger or indirect consolidation by the Company or any Affiliate of the Company or the acquisition by the Company or any such Affiliate of another the shares or substantially all the assets of any other Person), or (C) pursuant to Section 3(a) hereof) in a manner that would permit registration of Registrable Securities for sale, or the sale in a takedown, to the public under the Securities Act (whether or not for sale for its own account)), including in an initial public offering, it will shall each such time, subject to the provisions of Section 5.02(b)3(b)(ii) hereof, give prompt written notice to all holders of record of Registrable Securities of its intention to do so and of such Shareholders’ rights under this Section 3(b), at least 10 days (or two Business Days, in the case of a takedown from an effective shelf registration statement) prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which or the offering date in the case of a takedown. Such notice shall set forth offer all such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder Shareholders the opportunity to include in such registration statement the or in such takedown such number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)request. Upon the written request of any such Shareholder made within 15 seven days (or two Business Days in the case of a takedown) after the receipt of the Company’s notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, the Shareholders thereof or to the extent requisite to permit the disposition of the include requested Registrable Securities so to be registeredin a takedown; provided, provided however, that (iA) if such registration involves an underwritten Public Offering, all such Shareholders holders of Registrable Securities requesting to be included in the Company’s registration or takedown must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) by the Company on substantially the same terms and conditions as apply to the Company (other than provisions relating to the indemnification of underwriters or the Requesting Shareholder, as applicableShareholders), and (iiB) if, at any time after giving written notice pursuant to this Section 3(b)(i) of its intention to register any securities pursuant Priority Securities or to this proceed with a takedown and prior to the effective date of the registration statement filed in connection with such registration or prior to the execution of an underwriting agreement in connection with a takedown, the Company shall determine for any reason not to register or sell such Priority Securities, the Company shall give written notice to all holders of Registrable Securities and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration or to include requested Registrable Securities in a takedown (without prejudice, however, to rights of Shareholders under Section 5.02(a3(a) and hereof). The failure of any holder of Registrable Securities to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration or takedown. Any holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration or takedown effected under this Section 5.02 3(b) shall relieve the Company of its obligations to effect a Demand Registration to the extent required by registration or takedown upon request under Section 5.013(a) hereof. The Company shall pay all Registration Expenses in connection with each registration or takedown of Registrable Securities requested pursuant to this Section 5.02. (b) If 3(b). However, each Shareholder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Shareholder’s Registrable Securities pursuant to a registration statement or takedown effected pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 Shares that the Company and such Shareholders 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 would 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 Shareholders 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 registration3(b), (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, at any time after the First Public Offering, If the Company proposes to register any Company Securities under the Securities Act (other than a registration (A) on Form S-8 or S-4, S-4 or any successor or similar forms, (B) relating to Ordinary Shares Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Personcompany), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice at least 30 days prior to the anticipated filing date of the registration statement relating to such registration to the LLC and each ShareholderOther Stockholder, which notice shall set forth such Shareholder’s Stockholder's rights under this Section 5.02 and shall offer such Shareholder Stockholders the opportunity to include in such registration statement the such number of Registrable Securities of the same class or series type as those are proposed to be registered as each such Shareholder Stockholder may request (an “"Incidental Registration”), subject to the provisions of Section 5.02(b"). Upon the written request of any such Shareholder Stockholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such ShareholderStockholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such ShareholdersStockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, ; provided that (iI) if such registration involves an underwritten a Public Offering, all such Shareholders Stockholders requesting to be included in the Company’s 's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (iiII) if, at any time after giving written notice of its intention to register any securities stock pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (without prejudice, however, to rights of the LLC under Section 5.01). No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten a Public Offering (other than in the case of a Public Offering requested by the LLC or any of its Permitted Transferees or the Other Stockholders in a Demand 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 Shares that the Company and such Shareholders Stockholders 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 by the Company as would 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 Shareholders LLC and each of their its Permitted Transferees, Transferees or any Other Stockholder pursuant to this Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities or persons Stockholders 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 after the First Public Offering, the Company (other than pursuant to Section 4.1 or Section 4.3) proposes to register any Company Securities of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to an initial public offering of the Company’s securities (other than a pursuant to Section 4.1) or registration statements on Form S-8 or S-4Forms X-0, X-0 or any successor to such forms or similar formsanother form not available for registering the Registrable Securities for sale to the public), relating each such time it will promptly give written notice to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan all holders of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed its intention so to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do. Upon the written request of any such Shareholder made holder, received by the Company within 15 thirty (30) days after the receipt giving of any such notice from by the Company (which request shall specify the number Company, to register any or all of its Registrable Securities intended to be disposed of by such Shareholder)Securities, the Company will use its reasonable best efforts to effect cause the registration under the Securities Act of all Registrable Securities that the Company has as to which registration shall have been so requested to register be included in the securities to be covered by the registration statement proposed to be filed by the Company, all such Shareholders, to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of the such Registrable Securities so registered. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders of Registrable Securities as a part of the written notice given pursuant to this Section 4.2. In such event the right of any holder of Registrable Securities to registration pursuant to this Section 4.2 shall be conditioned upon such holder’s participation in such underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 4.2, if the underwriter determines that marketing factors require a limitation on the number of shares to be registeredunderwritten, provided the Company shall so advise all holders of securities requesting registration of any limitations on the number of shares to be underwritten, and the number of shares of securities that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting are entitled to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(fand underwriting shall be allocated (i) on the same terms and conditions as apply first to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority shares of inclusion in such offering set forth in Section 5.01(e) shall apply) Common Stock being sold for its own account; and the managing underwriter advises the Company that, in its view, the number of Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all to holders of Registrable Securities requested requesting registration in proportion, as nearly as practicable, to the respective amounts of securities owned by them, provided that, notwithstanding the foregoing, at least thirty percent (30%) of the shares to be included in such registration by shall be Registrable Securities. Notwithstanding the Institutional Shareholders and each foregoing provisions, the Company may withdraw any registration statement referred to in this Section 4.2 without thereby incurring any liability to the holders 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 Registrable Securities. If any holder of Registrable Securities so requested disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be included in withdrawn from 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. (ai) If, If the Company at any time after the First Public Offering, the Company proposes to register or sell any Company Securities Common Shares or any options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Common Shares (the “Priority Securities”) under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, (A) relating to Ordinary Shares shares issuable upon exercise of employee stock share options or in connection with any employee benefit or similar plan of the Company or Company, (B) in connection with a direct any scheme of arrangement, merger or indirect consolidation by the Company or any Affiliate of the Company or the acquisition by the Company or any such Affiliate of another the shares or substantially all the assets of any other Person), or (C) pursuant to Section 3(a) hereof) in a manner that would permit registration of Registrable Securities for sale, or the sale in a takedown, to the public under the Securities Act (whether or not for sale for its own account)), including in an initial public offering, it will shall each such time, subject to the provisions of Section 5.02(b)3(b)(ii) hereof, give prompt written notice to all holders of record of Registrable Securities of its intention to do so and of such Shareholders’ rights under this Section 3(b), at least 10 days (or two Business Days, in the case of a takedown from an effective shelf registration statement) prior to the anticipated filing date of the registration statement relating to such Such registration to each Shareholder, which or the offering date in the case of a takedown. Such notice shall set forth offer all such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder Shareholders the opportunity to include in such registration statement the or in such takedown such number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)request. Upon the written request of any such Shareholder made within 15 seven days (or two Business Days in the case of a takedown) after the receipt of the Company’s notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, the Shareholders thereof or to the extent requisite to permit the disposition of the include requested Registrable Securities so to be registeredin a takedown; provided, provided however, that (iA) if such registration involves an underwritten Public Offering, all such Shareholders holders of Registrable Securities requesting to be included in the Company’s registration or takedown must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) by the Company on substantially the same terms and conditions as apply to the Company (other than provisions relating to the indemnification of underwriters or the Requesting Shareholder, as applicableShareholders), and (iiB) if, at any time after giving written notice pursuant to this Section 3(b)(i) of its intention to register any securities pursuant Priority Securities or to this proceed with a takedown and prior to the effective date of the registration statement filed in connection with such registration or prior to the execution of an underwriting agreement in connection with a takedown, the Company shall determine for any reason not to register or sell such Priority Securities, the Company shall give written notice to all holders of Registrable Securities and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration or to include requested Registrable Securities in a takedown (without prejudice, however, to rights of Shareholders under Section 5.02(a3(a) and hereof). The failure of any holder of Registrable Securities to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration or takedown. Any holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration or takedown effected under this Section 5.02 3(b) shall relieve the Company of its obligations to effect a Demand Registration to the extent required by registration or takedown upon request under Section 5.013(a) hereof. The Company shall pay all Registration Expenses in connection with each registration or takedown of Registrable Securities requested pursuant to this Section 5.02. (b) If 3(b). However, each Shareholder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Shareholder’s Registrable Securities pursuant to a registration statement or takedown effected pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 Shares that the Company and such Shareholders 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 would 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 Shareholders 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 registration3(b), (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, at any time after the First Public Offering, If the Company proposes to register any Company Securities of its Common Stock under the Securities Act (other than a registration (A) on Form S-8 or S-4, S-4 or any successor or similar forms, (B) relating to Ordinary Shares Common Stock issuable upon exercise of employee or director stock options or in connection with any employee or director benefit or similar plan of the Company or Company, (C) in connection with a direct or indirect acquisition by the Company of another Personcompany or the financing of such acquisition, or (D) pursuant to Section 5.1 hereof), whether or not for sale for its own account, in a manner which would permit registration of Registrable Stock for sale to the public under the Securities Act it will each such time, subject to the provisions of Section 5.02(b)5.2(b) hereof, give prompt written notice to the Shareholders of its intention to do so and of such Shareholders' rights under this Section 5.2, at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which registration. Any such notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such each Shareholder the opportunity to include in such registration statement the such number of shares of Registrable Securities of the same class or series as those proposed to be registered Stock as each such Shareholder may request (an “"Incidental Registration”), subject to the provisions of Section 5.02(b"). Upon the written request of any such Shareholder made within 15 ten days after the receipt of notice from the Company (which request shall specify the number of shares of Registrable Securities Stock intended to be disposed of by such Shareholder), the Company will use its all commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that Stock which the Company has been so requested to register by all such the Shareholders, to the extent requisite to permit the disposition of the Registrable Securities Stock so to be registered, ; provided that (i) if such registration involves an underwritten Public Underwritten Offering, all such Shareholders requesting to be included in the Company’s 's registration must sell their Registrable Securities Stock to the underwriters selected as provided in Section 5.04(f) by the Company on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities stock pursuant to this Section 5.02(a5.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesstock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities Stock in connection with such registrationregistration (without prejudice, however, to rights of Shareholders under Section 5.1 hereof). No registration effected under this Section 5.02 5.2 shall relieve the Company of its obligations to effect a Demand Registration registration upon request to the extent required by Section 5.015.1 hereof. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities Stock requested pursuant to this Section 5.025.2. (b) If a registration pursuant to this Section 5.02 5.2 involves an underwritten Public Underwritten Offering (other than any Demand 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 Shares that shares of Common Stock which the Company Company, the Shareholders and such Shareholders any other Persons 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 if the securities proposed to be registered registration was initiated by the Company for the account sale of the Company as would not cause the offering to exceed the Maximum Offering SizeCommon Stock for its own account, any such Common Stock, (ii) second, all (x) Registrable Securities Stock requested to be included in such registration by the Institutional any Shareholders that have rights pursuant to Section 5.2 hereof and each of their Permitted Transferees, (allocated, if necessary for the offering not y) all Common Stock requested to exceed the Maximum Offering Sizebe included in such registration by any other shareholders that hold demand registration rights, pro rata among such entities or persons Shareholders and other shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration)Stock or Common Stock, respectively, owned by them, (iii) third, any securities proposed to be registered for all Common Stock held by other shareholders of the account Company who exercise "piggyback" registration rights in connection with such registration, pro rata among such shareholders on the basis of the relative number of shares of Common Stock owned by them, and (iv) fourth, any other Persons with such priorities among them as the Company shall determineCommon Stock.

Incidental Registration. (a) If, at any time Commencing immediately after the First Public Offeringdate of Closing (as defined in the Merger Agreement), if the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, at each such time the Company of another Person), whether or not for sale for its own account, it will shall promptly give each such time, subject to the provisions of Section 5.02(b), give prompt Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than twenty (20) days after the receipt date of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationnotice, the Company shall determine for any reason not use commercially reasonable efforts to register cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the Company shall give written notice entire offering, then the amount of Registrable Stock to all such Shareholders and, thereupon, be offered for the accounts of Holders shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration reduced pro rata to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration necessary to reduce the total amount 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, 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 Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by offering to the Institutional Shareholders and each of their Permitted Transfereesrecommended amount; provided, (allocated, that 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 are being offered for the account of any other Persons with such priorities among them as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company shall determineover the amount of securities they intended to offer.

Incidental Registration. (a) If, at 3.1 At any time after the First Public OfferingIPO, if the Company proposes to register any Company Securities of its stock or other securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 statements pursuant to Section 2 above or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit plans or similar plan with respect to corporate reorganization or other transactions under Rule 145 of the Company or in connection with a direct or indirect acquisition by Act), the Company of another Person)shall, whether or not for sale for its own account, it will each at such time, subject to promptly give the provisions of Section 5.02(b), give prompt Holders written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made a Holder given within 15 twenty (20) days after the receipt of such notice from the Company (which request shall specify in accordance with the number notice provision of Registrable Securities intended to be disposed of by such Shareholder)this Agreement, the Company will shall use its reasonable best efforts to effect the registration cause to be registered under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so that such Holder has requested to be registered. In the event the Company shall grant to any shareholder the right to register securities immediately upon the IPO of the Company, provided that then the rights of the Holders pursuant to this Section 3 shall be adjusted accordingly, and the Holders shall be entitled to register Registrable Securities pursuant to this Section 3 immediately upon IPO. 3.2 In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 3 to include any of a Holder’s securities in such underwriting unless the Holder (i) if agrees to the sale of (including any restriction on the sale of) its securities on the basis provided in any customary underwriting arrangements, including customary lock-up periods as required by (x) the underwriters with respect to any shares, provided such period shall not exceed the period of 180 days in respect of the IPO and 90 days in respect of any other offering (provided that in such other offering at least 23% of the securities included in such registration involves an underwritten Public Offeringare Registrable Securities requested to be included by the Holders), and provided that all senior employees, shareholders and management are subject to such lock-up period unless the Holders of the majority of the Registrable Securities requested to be registered therein agree in writing to waive such pre-condition or (y) applicable law, or (z) stock exchanges; and (ii) provides any relevant information reasonably requested and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, all reasonably requested, and other documents reasonably requested, that are required under the terms of such Shareholders requesting underwriting arrangements and then only in such quantity as the underwriters determine, in their sole discretion, will not materially and adversely effect the success of the offering by the Company. If such underwriters determine that the total amount of securities, including Registrable Securities, requested by a Holder to be included in such offering could materially adversely affect the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholdersuccess of such offering, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, then the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 Shares that the Company and such Shareholders intend to include in such registration exceeds offering only that number of such securities, including Registrable Securities, which the Maximum Offering Sizeunderwriters determine in their sole discretion will not materially adversely affect the success of the offering, provided the Company will include in such registration, in the following priority, up to the Maximum Offering Size: registration (i) first, so much of the securities proposed to be registered for the account of the Company as would not cause the offering proposes to exceed the Maximum Offering Size, sell, and (ii) second, all the Registrable Securities requested to be included in such registration by the Institutional Shareholders and each of their Permitted Transferees, (allocated, if necessary for the offering not to exceed the Maximum Offering Sizeregistration, pro rata among the Holders of such entities or persons Registrable Securities on the basis of the relative number of shares of Registrable Securities so requested owned by each holder of Registrable Securities participating in such offering,; provided that in any event the Holders shall be entitled to register at least 23% of the securities to be included in any 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 after the First Public Offering, the Company (other than pursuant to Section 4.1 or Section 4.3) proposes to register any Company Securities of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than a except with respect to registration statements on Form S-8 or S-4Forms X-0, X-0 or any successor to such forms or similar formsanother form not available for registering the Registrable Securities for sale to the public), relating each such time it will promptly give written notice to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan all holders of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed its intention so to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do. Upon the written request of any such Shareholder made holder received by the Company within 15 thirty (30) days after the receipt giving of any such notice from by the Company (which request shall specify the number provided that at least one Major Investor elects to register any or all of its Registrable Securities intended Securities), to be disposed register any or all of by such Shareholder)its Registrable Securities, the Company will use its reasonable best efforts to effect cause the registration under the Securities Act of all Registrable Securities that the Company has as to which registration shall have been so requested to register be included in the securities to be covered by the registration statement proposed to be filed by the Company, all such Shareholders, to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of the such Registrable Securities so registered. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders of Registrable Securities as a part of the written notice given pursuant to this Section 4.2. In such event the right of any holder of Registrable Securities to registration pursuant to this Section 4.2 shall be conditioned upon such holder’s participation in such underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 4.2, if the underwriter determines that marketing factors require a limitation on the number of shares to be registeredunderwritten, provided the Company shall so advise all holders of securities requesting registration of any limitations on the number of shares to be underwritten, and the number of shares of securities that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting are entitled to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(fand underwriting shall be allocated (i) on the same terms and conditions as apply first to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority shares of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in Common Stock being sold for its view, the number of Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, own account; (ii) second, all Registrable Securities requested to be included in such registration by the Institutional Shareholders 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 holders of Registrable Securities so requested requesting registration in proportion, as nearly as practicable, to be included in such registration), the respective amounts of securities owned by them and (iii) thirdthen, to the Other Shareholders requesting registration in proportion, as nearly as practicable, to the respective amounts of securities owned by them. Notwithstanding the foregoing provisions, the Company may withdraw any securities proposed registration statement referred to be registered for in this Section 4.2 without thereby incurring any liability to the account holders of Registrable Securities. If any holder of Registrable Securities disapproves of the terms of any other Persons with such priorities among them as underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall determinebe withdrawn from such registration.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company (other than pursuant to Section 4 or Section 6) proposes to register any Company Securities of its securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating for sale to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person)public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock or Founders Stock, as the case may be, for sale to the public), each such time it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date all holders of the registration statement relating outstanding Restricted Stock and Founders Stock of its intention so to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do. Upon the written request of any such Shareholder made holder, received by the Company within 15 30 days after the receipt giving of any such notice from by the Company (which request shall specify Company, to register any of its Restricted Stock or Founders Stock, as the number of Registrable Securities intended to be disposed of by such Shareholder)case may be, the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 Shares that the Company and such Shareholders 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 would not cause the offering Restricted Stock and Founders Stock as to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such which registration by the Institutional Shareholders 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 shall have been so requested to be included in such registration), (iii) third, any the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by the holder of such Restricted Stock and Founders Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the Company and the managing underwriter determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares of Restricted Stock and Founders Stock that may be included in the offering shall be allocated first, to the Company; second, to the Investors, the Management Investors and Founder requesting to register shares of Restricted Stock in such underwritten public offering on a pro rata basis based on the total number of shares of Restricted Stock held by the Investors, the Management Investors and Founder requesting to register shares in such underwritten public offering; third, to Founder in respect of Founders Stock requested to be registered for the account of in such underwritten public offering by Founder; and fourth, to any other Persons with stockholders of the Company; provided, however, that in no event may less than one-third (1/3) of the total number of shares of Common Stock to be included in such priorities among them as offering be allocated to the Company shall determineInvestors.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company (other than pursuant to Section 2 or 3 hereof) proposes to register any Company Securities of its Common Stock under the Securities Act for sale for cash only to the public, whether for its own account or for the account of other security holders or both (other than except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Restricted Stock for sale to the public, a registration statement on Form S-8 or S-4, or any successor or similar forms, relating S-3 to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition be filed by the Company to register shares of another PersonCommon Stock issued in consideration for an acquisition, or a registration statement on Form S-1 covering solely an employee benefit plan), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior at such time to the anticipated filing date all holders of the registration statement relating outstanding Restricted Stock of its intention to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do so. Upon the written request of any such Shareholder made holder, given within 15 thirty (30) days after the receipt of any such notice from by the Company Company, to register any of its Restricted Stock (which request shall specify state the number intended method of Registrable Securities intended to be disposed of by such Shareholderdisposition thereof), the Company will use its reasonable best efforts to effect 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 under statement proposed to be filed by the Securities Act of Company, all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of the Registrable Securities such Restricted Stock so to be registered, ; provided that (i) if nothing herein shall prevent the Company from abandoning or delaying any such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register time. In the event that any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves 4 shall be, in whole or in part, an underwritten Public Offering (other than public offering of Common Stock, the Company shall not be required to include any Demand Registration, in which case the provisions with respect to priority of inclusion Restricted Stock in such underwritten offering set forth unless the holder shall agree to the terms and conditions of the underwritten offering as agreed by the Company and the underwriters. The number of shares of Restricted Stock to be included in Section 5.01(e) shall apply) such an underwriting may be reduced pro rata among the requesting holders of Restricted Stock, if and to the extent that the managing underwriter advises shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company that, in its view, the number of Shares that the Company and therein. In such Shareholders intend to include in such registration exceeds the Maximum Offering Sizeevent, the Company will shall be required to include in such registration, in the following priority, up to the Maximum Offering Size: (i) extent of the amount that the managing underwriter believes may be sold without causing such adverse effect, first, so much all of the securities proposed to be registered offered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size, (ii) Company; second, all Registrable Securities the Restricted Stock to be offered for the account of the holders pursuant to this Section 4, pro rata based on the number of shares of Restricted Stock owned by each such holder; and third, any other securities requested to be included in such registration by the Institutional Shareholders 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 determineunderwritten offering.

Incidental Registration. (ai) If, If the Company at any time after the First Public Offering, the Company proposes to register or sell any Company Securities Common Shares or any options, warrants or other rights to acquire, or securities convertible into or exchangeable for, Common Shares (the “Priority Securities”) under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, (A) relating to Ordinary Shares shares issuable upon exercise of employee stock share options or in connection with any employee benefit or similar plan of the Company or Company, (B) in connection with a direct any scheme of arrangement, merger or indirect consolidation by the Company or any Affiliate of the Company or the acquisition by the Company or any such Affiliate of another the shares or substantially all the assets of any other Person), or (C) pursuant to Section 3 (a) hereof) in a manner that would permit registration of Registrable Securities for sale, or the sale in a takedown, to the public under the Securities Act (whether or not for sale for its own account)), including in an initial public offering, it will shall each such time, subject to the provisions of Section 5.02(b)3(b)(ii) hereof, give prompt written notice to all holders of record of Registrable Securities of its intention to do so and of such Shareholders’ rights under this Section 3(b), at least 10 days (or two Business Days, in the case of a takedown from an effective shelf registration statement) prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which or the offering date in the case of a takedown. Such notice shall set forth offer all such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder Shareholders the opportunity to include in such registration statement the or in such takedown such number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)request. Upon the written request of any such Shareholder made within 15 seven days (or two Business Days in the case of a takedown) after the receipt of the Company’s notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, the Shareholders thereof or to the extent requisite to permit the disposition of the include requested Registrable Securities so to be registeredin a takedown; provided, provided however, that (iA) if such registration involves an underwritten Public Offering, all such Shareholders holders of Registrable Securities requesting to be included in the Company’s registration or takedown must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) by the Company on substantially the same terms and conditions as apply to the Company (other than provisions relating to the indemnification of underwriters or the Requesting Shareholder, as applicableShareholders), and (iiB) if, at any time after giving written notice pursuant to this Section 3(b)(i) of its intention to register any securities pursuant Priority Securities or to this proceed with a takedown and prior to the effective date of the registration statement filed in connection with such registration or prior to the execution of an underwriting agreement in connection with a takedown, the Company shall determine for any reason not to register or sell such Priority Securities, the Company shall give written notice to all holders of Registrable Securities and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration or to include requested Registrable Securities in a takedown (without prejudice, however, to rights of Shareholders under Section 5.02(a3(a) and hereof). The failure of any holder of Registrable Securities to affirmatively indicate its intent to include its Registrable Securities in such registration or takedown shall be deemed a waiver of any right to so include such Registrable Securities in such registration or takedown. Any holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration or takedown effected under this Section 5.02 3(b) shall relieve the Company of its obligations to effect a Demand Registration to the extent required by registration or takedown upon request under Section 5.013(a) hereof. The Company shall pay all Registration Expenses in connection with each registration or takedown of Registrable Securities requested pursuant to this Section 5.02. (b) If 3(b). However, each Shareholder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Shareholder’s Registrable Securities pursuant to a registration statement or takedown effected pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 Shares that the Company and such Shareholders 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 would 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 Shareholders 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 registration3(b), (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, at any time Commencing immediately after the First Public Offeringdate of Closing (as defined in the Investor Agreement), if the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at each such time the Company of another Person), whether or not for sale for its own account, it will shall promptly give each such time, subject to the provisions of Section 5.02(b), give prompt Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than forty (40) days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than twenty (20) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationCompany's notice, the Company shall determine for any reason not use its best efforts to register cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the Company shall give written notice entire offering, then the amount of Registrable Stock to all such Shareholders and, thereupon, be offered for the accounts of Holders shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration reduced pro rata to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration necessary to reduce the total amount 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, 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 Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by offering to the Institutional Shareholders and each of their Permitted Transfereesrecommended amount; provided, (allocated, that 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 are being offered for the account of any other Persons with such priorities among them as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company shall determineover the amount of securities they intended to offer.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register any Company Securities of its securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating for sale to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person)public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock or Additional Restricted Stock for sale to the public), each such time it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date all holders of the registration statement relating outstanding Restricted Stock and Additional Restricted Stock of its intention so to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do. Upon the written request of any such Shareholder made holder, received by the Company within 15 30 days after the receipt giving of any such notice from by the Company (which request shall specify the number Company, to register any of Registrable Securities intended to be disposed of by such Shareholder)its Restricted Stock or Additional Restricted Stock, the Company will use its reasonable best efforts shall cause the Restricted Stock and Additional Restricted Stock as to effect the which registration under the Securities Act of all Registrable Securities that the Company has shall have been so requested to register be included in the securities to be covered by the registration statement proposed to be filed by the Company, all such Shareholders, to the extent requisite to permit the sale or other disposition by the holder of such Restricted Stock or Additional Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock and Additional Restricted Stock to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the Registrable Securities so opinion that such inclusion would adversely affect the marketing of the securities to be registeredsold by the Company therein, provided provided, however, that such number of shares of Restricted Stock and Additional Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or holders of Restricted Stock or holders of Additional Restricted Stock, and provided, further, however, that, except in the case of the Company’s initial public offering, in no event may less than twenty-five percent (i25%) if of the total number of shares of Common Stock to be included in such registration involves an underwritten Public Offeringunderwriting be made available for shares of Restricted Stock. In the event of such reduction, the Company shall so advise all such Shareholders holders of Restricted Stock and Additional Restricted Stock requesting registration, and the number of shares that are entitled to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, underwriting shall be relieved of its obligation to register any Registrable Securities allocated in connection with such registrationthe following manner. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 viewFirst, the number of Shares shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to may be included in such registration by and underwriting shall be allocated among all Investors who have requested registration in proportion, as nearly as practicable, to the Institutional Shareholders 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 respective number of shares of Registrable Securities so Restricted Stock and Additional Restricted Stock held by such Investors at the time of the Company’s notice under this Section 5. No shareholder of the Company shall be granted registration rights which would reduce the number of shares includable by the holders of the Restricted Stock and Additional Restricted Stock in such registration without the consent of the holders of at least two-thirds of the Restricted Stock and Additional Restricted Stock. If any Investor would thus be entitled to include more securities than such Investor requested to be registered, the excess shall be allocated among the other requesting Investors pro rata in the manner described in the preceding sentence. Second, once all shares of Restricted Stock and Additional Restricted Stock requested by the Investors to be registered have been included in such registration), (iii) thirdregistration and underwriting, any securities proposed to be registered for the account Founders and the University shall participate in the offering, pro rata based upon their total ownership of any other Persons with such priorities among them as shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company shall determinemay withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock or Additional Restricted Stock.

Incidental Registration. (a) If, If Company at any time after the First Public Offering, the Company proposes to register file on its behalf and/or on behalf of any Company Securities of its security holders (the "demanding security holders") a Registration Statement under the Securities Act on any form (other than a registration Registration Statement on Form S-4 or S-8 or S-4, or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or similar forms, relating to Ordinary Shares issuable upon exercise employees of employee stock options or in connection with Company pursuant to any employee benefit or similar plan plan, respectively) for the general registration of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own accountsecurities, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to all Holders at least 15 days before the anticipated initial filing date with the Commission of the registration statement relating to such registration to each ShareholderRegistration Statement, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number intended method of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 Shares that the Company and such Shareholders 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 by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the account number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Company may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Company as would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company or such demanding security holder would materially and adversely affect the distribution of such securities by Company or such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by the Institutional Shareholders 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 determineCompany.

Incidental Registration. (a) IfSubject to Section 5.09, if at any time after the First Public Offering, the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities Exchange Act for the registration of Company Common Stock (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf or on behalf of selling holders of its securities for the general registration of Company or in connection with a direct or indirect acquisition by Common Stock to be sold for cash, the Company of another Person), whether or not for sale for its own account, it will shall each such time, subject to time promptly give the provisions of Section 5.02(b), give prompt Stockholder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 15 days from the anticipated filing date of such notice, and advising the registration statement relating Stockholder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within Holder received by the Company no later than 15 days after the receipt date of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)Company's notice, the Company will shall use its all reasonable best efforts to effect the registration cause to be registered under the Securities Act all of all the Registrable Securities Stock that the Company each such Holder has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand RegistrationIf, in which case the provisions with respect to priority written opinion 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 Shares that the Company and such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration(or, in the following prioritycase of a non-underwritten offering, up in the written opinion of the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the Maximum Offering Size: maximum amount of the Company's securities which can be marketed (i) firstat a price reasonably related to the then current market value of such securities, so much of the securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size, or (ii) secondwithout otherwise materially and adversely affecting the entire offering, all Registrable Securities requested then the Company shall be entitled to be included in such registration by reduce the Institutional Shareholders 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 Stock to be sold in such offering by the Holders and any other stockholder of the Company hereafter granted incidental registration rights in proportion (as nearly as practicable) to the amount of Registrable Stock requested to be included in such registration), (iii) third, any securities proposed to be registered for by each Holder and each other stockholder at the account time of any other Persons with such priorities among them as filing the Company shall determineregistration statement.

Incidental Registration. (a) If, at any time Commencing immediately after the First Public Offeringdate of Closing (as defined in the Subscription Agreement), if the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by resale of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, at each such time the Company of another Person), whether or not for sale for its own account, it will shall promptly give each such time, subject to the provisions of Section 5.02(b), give prompt Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than twenty (20) days after the receipt date of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationnotice, the Company shall determine for any reason not use its best efforts to register cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the Company shall give written notice entire offering, then the amount of Registrable Stock to all such Shareholders and, thereupon, be offered for the accounts of Holders shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration reduced pro rata to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration necessary to reduce the total amount 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, 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 Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by offering to the Institutional Shareholders and each of their Permitted Transfereesrecommended amount; provided, (allocated, that 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 are being offered for the account of any other Persons with such priorities among them as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company shall determineover the amount of securities they intended to offer.

Incidental Registration. (a) IfSubject to Section 5.9, if at any time after the First Public Offering, the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with ) on any employee benefit or similar plan form that also would permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Securities and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of Common Stock to be sold for cash, the Company of another Person), whether or not for sale for its own account, it will shall each such time, subject to the provisions of Section 5.02(b), time promptly give prompt each Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Securities included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than fifteen days after the receipt date of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)Company's notice, the Company will shall use its reasonable best efforts to effect the cause to be included for registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities that each such Holder has so requested to be registered, ; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesproceed with the proposed registration of the securities to be sold by it, the Company shall may, at its election, give written notice of such determination to all such Shareholders each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve (but not from its obligation to pay the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each therewith), without prejudice, however, to the rights of any Holder to request such registration of Registrable Securities requested pursuant to this Section 5.02. (b) If be effected as a registration pursuant to this under Section 5.02 involves an underwritten Public Offering (other than any Demand Registration5.3. If, in which case the provisions with respect to priority written opinion of inclusion in such offering set forth in Section 5.01(e) shall apply) and the lead managing underwriter advises (or, in the case of a non-underwritten offering, in the written opinion of the Company), the total number of such securities to be so registered, including such Registrable Securities, will exceed the maximum number of the Company's securities that can reasonably be sold, then the Company that, in its view, the number of Shares that the Company and such Shareholders intend to shall 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 all the securities proposed to be registered for the account of the Company as would not cause the offering proposes to exceed the Maximum Offering Size, sell for its own account or is required to register on behalf of any third party exercising rights similar to those granted in Section 5.3(a) up to such maximum number, and (ii) second, to the extent that the number of securities which the Company proposes to sell for its own account or is required to register on behalf of any third party exercising rights similar to those granted in Section 5.3(a) is less than the number of equity securities which the Company has been advised can reasonably be sold, all Registrable Securities requested to be included in such registration by the Institutional Shareholders Holders pursuant to this Section 5.4 and each all shares of their Permitted Transferees, (allocated, Common Stock requested to be included by third parties exercising the rights similar to those granted in this Section 5.4; provided that 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 and other shares of Common Stock requested to be included in such registration), (iii) thirdregistration by the Holders pursuant to this Section 5.4 and third parties exercising rights similar to those granted in this Section 5.4, any together with the number of securities proposed to be registered for included in such registration pursuant to clause (i) of this Section 5.4, exceeds the account of any other Persons with such priorities among them as number which the Company has been advised can reasonably be sold in such offering, the number of such Registerable Securities requested to be included in such registration by the Holders pursuant to this Section 5.4 shall, except to the extent required under the Existing Company Registration Rights, be limited to such extent and shall determine.be allocated pro rata among all such requesting Holders and third parties exercising rights similar to those granted in this

Incidental Registration. (a) IfSubject to Section 5.09, if at any time after the First Public Offering, the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities Exchange Act for the registration of Common Stock (other than a registration statement on a Form S-4 or S-8 or S-4, or an offering of securities solely to the Company's existing stockholders) on any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan form that would also permit the registration of the Company Registrable Stock and such filing is to be on its behalf or in connection with a direct or indirect acquisition by on behalf of selling holders of its securities for the general registration of Common Stock to be sold for cash, the Company of another Person), whether or not for sale for its own account, it will shall each such time, subject to time promptly give the provisions of Section 5.02(b), give prompt Stockholder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 15 days from the anticipated filing date of such notice, and advising the registration statement relating Stockholder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 the Stockholder received by the Company no later than 10 days after the receipt date of the Company's notice from the Company (which request shall specify state the number of Registrable Securities intended Shares to be disposed so registered and the intended method of by such Shareholderdistribution), the Company will shall, subject to Section 5.04(b) below, use its all reasonable best efforts to effect the registration cause to be registered under the Securities Act all of all the Registrable Securities Stock that the Stockholder has so requested to be registered; provided that the Company has been so requested shall have the right to register by all such Shareholders, postpone or withdraw any registration effected pursuant to this Section 5.04 without obligation or liability to the extent requisite to permit Stockholder. (b) If, in the disposition opinion of the Registrable Securities so managing underwriter (or, in the case of a non-underwritten offering, in the good faith reasonable opinion of the Company), the total amount of such securities to be so registered, provided that including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) if at a price reasonably related to the then current market value of such registration involves an underwritten Public Offeringsecurities or (ii) without otherwise materially and adversely affecting the entire offering, all then the Company shall be entitled to reduce the number of shares of Registrable Stock to be sold in such Shareholders offering by the Stockholder and any other stockholder of the Company requesting to be included in the Company’s registration must sell their Registrable Securities in proportion (as nearly as practicable) to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice amount of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date shares of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities Common Stock requested to be included in such registration by the Institutional Shareholders Stockholder and each other stockholder at the time of their Permitted Transferees, (allocated, if necessary for filing 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 determineregistration statement.

Incidental Registration. (a) If, at any Each time after the First Public Offering, the Company proposes shall determine to register any Company Securities file a registration statement under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or S-8) in connection with the proposed offer and sale for money of any employee benefit of its securities by it or similar plan by any of its security holders, the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice of its determination to all holders of Registrable Stock at least ten (10) days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)statement. Upon the written request of a holder of any such Shareholder made Registrable Stock, within 15 ten (10) days after the receipt of the above-described notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)Company, the Company will use its reasonable best efforts to effect cause all such Registrable Stock, the registration under the Securities Act holders of all Registrable Securities that the Company has been which have so requested registration thereof, to register by be included in such registration statement, all such Shareholders, to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities so Stock to be registered, provided that (i) if such so registered in accordance with the terms of the proposed offering. If the registration involves statement is to cover an underwritten Public Offeringdistribution, all such Shareholders requesting the Company shall use its best efforts to cause the Registrable Stock requested for inclusion pursuant to this Section 3.4(b) to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) underwriting on the same terms and conditions as apply to the Company or securities otherwise being sold through the Requesting Shareholderunderwriters. In the event of a firm commitment underwriting, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 if the managing underwriter advises the Company of such offering shall advise holders in writing that, in its viewgood faith opinion, distribution of a specified portion of the securities requested to be included in the registration statement would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution, then the securities to be included in the registration shall be included in the following order: (1) first, the number of Shares that securities the Company and such Shareholders intend proposes to include in such registration exceeds the Maximum Offering Sizeunderwritten offering, 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 would not cause the offering to exceed the Maximum Offering Size, (ii2) second, all Registrable Securities Stock requested to be included in such registration by the Institutional Shareholders and each holders of their Permitted TransfereesRegistrable Stock, (allocated, if necessary for the offering not to exceed the Maximum Offering Size, on a pro rata among such entities or persons on the basis of the relative number of basis, and (3) third, all other shares of Registrable Securities so securities requested to be included in such registration), (iii) third, by any securities proposed to be registered for other security holder of the account Company. The Company shall maintain the effectiveness of any other Persons with such priorities among them as registration statement until the Company shall determinedate which is the later to occur of (i) the expiration of any such public offering, and (ii) twelve (12) months from the date that any such registration statement is declared effective by the Commission.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company (other than pursuant to Section 3 hereof) proposes to register any Company Securities of its Common Stock under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating for sale to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person)public, whether or not for sale for its own accountaccount or for the account of other securityholders or both (except with respect to registration statements on Form S-4 or S-8 or another form not available for registering the Restricted Stock for sale to the public), it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior at such time to the anticipated filing date all holders of the registration statement relating outstanding Restricted Stock of its intention to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do so. Upon the written request of any such Shareholder made holder, given within 15 twenty (20) days after the receipt of any such notice from by the Company Company, to register any of its Restricted Stock (which request shall specify state the number intended method of Registrable Securities intended to be disposed of by such Shareholderdisposition thereof), the Company will use its reasonable best efforts to effect 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 under statement proposed to be filed by the Securities Act of Company, all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered; provided, however, that nothing herein shall prevent the Registrable Securities so to be registered, provided that (i) if Company from abandoning or delaying such registration involves at any time; provided, further, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock. In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten Public Offeringpublic offering of Common Stock, all any request by a holder pursuant to this Section 4 to register Restricted Stock shall specify that such Shareholders requesting Restricted Stock is to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) underwriting on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice shares of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with Common Stock otherwise being sold through underwriters under such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a proposed registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 in writing that, in its view, opinion the number of Shares shares of Common Stock requested to be included in the proposed registration exceeds that the Company and such Shareholders intend to include number which can be sold in such registration exceeds offering, so as to be likely to have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the shares of Common Stock offered in such offering as contemplated by the Company, then the Company will include in such registration, in the following priority, up to the Maximum Offering Size: proposed registration (i) first, so much 100% of the securities proposed to be registered for the account shares of Common Stock the Company as would not cause the offering proposes to exceed the Maximum Offering Size, sell and (ii) second, all Registrable Securities to the extent of the number of shares of Common Stock requested to be included in such registration by which, in the Institutional Shareholders and each opinion of their Permitted Transfereessuch managing underwriter, (allocatedcan be sold without having the adverse effect referred to above, if necessary for the offering not number of shares of Common Stock that holders of Restricted Stock have requested to exceed be included in the Maximum Offering Sizeproposed registration, such amount to be allocated pro rata among such entities or persons all requesting holders on the basis of the relative number of shares of Registrable Securities so requested Common Stock then held by each such holder (provided that any shares thereby allocated to any such holder that exceed such holder's request will be included reallocated among the remaining requesting holders in such registrationlike manner), (iii) third. Notwithstanding anything to the contrary contained in this Agreement, any in the event that there is a firm commitment underwritten public offering of securities proposed of the Company pursuant to be registered for a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the account underwriters of any other Persons the Company's securities in connection with such priorities among them as offering, such holder shall refrain from selling such Restricted Stock during the Company shall determineperiod of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its Restricted Stock commencing on the 180th day after the effective date of such registration statement.

Incidental Registration. (a) IfSubject to Section 8 and the other terms and conditions set forth in this Section 3, if at any time after the First Public Offering, the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities Act (other than a registration statement on Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on the Company's behalf and/or on behalf of selling holders (including Requesting Holders) of its securities for the sale of shares of Common Stock, the Company of another Person), whether or not for sale for its own account, it will shall each such time, subject to the provisions of Section 5.02(b), time promptly give prompt each Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 30 days from the anticipated filing date of the registration statement relating such notice, and advising such Holders of their right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than 30 days after the receipt date of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)Company's notice, the Company will shall use its reasonable best efforts to effect the registration cause to be registered under the Securities Act all of all the Registrable Securities Stock that the Company each such Holder has been so requested to register by all such Shareholders, be registered. (b) The Company's obligation to include Registrable Stock in a registration statement pursuant to Section 3(a) above is subject to the extent requisite to permit the disposition of the Registrable Securities so to be registeredfollowing limitations, provided that conditions and qualifications: (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) ifIf, at any time after giving written notice of its intention determination to register any its securities pursuant to this Section 5.02(a) and prior to the effective date of the any registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders and, thereupon, the Holders and thereupon the Company shall be relieved of its obligation to use any efforts to register any Registrable Securities Stock in connection with such aborted registration. No registration effected under ; provided, that the provisions of this Section 5.02 clause (i) shall relieve not affect the obligations of the Company of its obligations with respect 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 5.02Registration. (bii) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand RegistrationIf, in which case the provisions with respect to priority written opinion of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that(or, in its viewthe case of a non-Underwritten Offering, in the opinion of a majority of the directors of the Company), the number total amount of Shares that such securities to be so registered, including such Registrable Stock, will exceed the Company and such Shareholders intend to include in such registration exceeds maximum amount (the "Maximum Offering Size") of the Company's securities that can be marketed (1) at a price reasonably related to the then current market value of such securities or (2) without otherwise materially and adversely affecting the entire offering, then the Company will shall include in such registration, in the following priority, priority up to the Maximum Offering Size: : (ix) first, so much all of the securities proposed to be registered for offer and sale by the account of the Company as would not cause the offering to exceed the Maximum Offering Size, Company, (iiy) second, all of the Registrable Securities Stock requested to be included in such registration by the Institutional Shareholders and each of their Permitted TransfereesHolders pursuant to this Section, (allocated, if necessary for the such offering not to exceed the Maximum Offering Size, pro rata among the Holders requesting registration of such entities or persons Registrable Stock on the basis of the relative number of shares of Registrable Securities so Stock each such Holder has requested to be included in such registration), , and (iiiz) third, any other securities proposed of the Company requested to be registered for the account of by any other Persons with such priorities among them as the Company shall determineparties.

Incidental Registration. (a) IfFrom the date hereof and until the end of the Earn Out Period, with respect to all Stockholders, and (ii) thereafter throughout the remainder of the Standstill Period for so long as a Stockholder owns more than 1% of outstanding Company Common Stock (assuming conversion of the Company Preferred Stock), and subject to Section 5.6, if at any time after the First Public Offering, the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities Act for the registration of Company Common Stock (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer, an offering of securities solely to the Company’s existing stockholders, or a registration statement registering Company Common Stock which is issuable solely upon conversion of debt securities) on any employee benefit form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf or similar plan on behalf of selling holders of its securities for the general registration of Company Common Stock to be sold for cash, the Company shall each such time promptly give the Stockholders’ Representative written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 15 business days from the date of such notice, and advising the Stockholders of their right to have Registrable Stock included in such registration; provided, however, that such right to have Registrable Stock included in such registration shall not terminate for LLC Stockholder but shall continue for so long as LLC Stockholder owns more than 1% of outstanding Company Common Stock (assuming conversion of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(bPreferred Stock). Upon the written request of any such Shareholder made within a Stockholder received by the Company no later than 15 business days after the receipt date of the Company’s notice from to the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)Stockholders’ Representative, the Company will shall use its all reasonable best efforts to effect the registration cause to be registered under the Securities Act all of all the Registrable Securities Stock that the Company each such Stockholder has been so requested to register by all such Shareholdersbe registered. (b) If, to in the extent requisite to permit the disposition written opinion of the Registrable Securities so managing underwriter (or, in the case of a non-underwritten offering, in the written opinion of the Company), the total amount of such securities to be so registered, provided that including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) if at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the Company shall be entitled to reduce the number of shares of Registrable Stock to be sold in such offering by the Stockholders and any other stockholder of the Company hereafter granted incidental registration involves an underwritten Public Offering, all such Shareholders requesting rights in proportion (as nearly as practicable) to the amount of Registrable Stock requested to be included in by each Stockholder and each other stockholder at the Company’s time of filing the registration must sell their Registrable Securities statement. The Company agrees not to give any other stockholder of the Company registration rights superior to those granted to the underwriters selected as provided in Section 5.04(fStockholders without the Stockholders’ Representative’s prior written approval. (c) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) ifIf, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) Company Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securitiesCompany Common Stock, the Company shall may, at its election, give written notice of such determination to all such Shareholders and, thereuponthe Stockholders’ Representative and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve 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, 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 Shares that the Company and such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such abandoned 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 would not cause the offering to exceed the Maximum Offering Size, and (ii) secondin the case of a determination to delay such registration of its equity securities, all shall be permitted to delay the registration of such Registrable Securities requested to be included in such registration by the Institutional Shareholders 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 same period as the Company shall determinedelay in registering such other equity securities.

Incidental Registration. (a) IfCommencing on the date hereof, at any time after the First Public Offering, if the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at each such time the Company of another Person), whether or not for sale for its own account, it will shall promptly give each such time, subject to the provisions of Section 5.02(b), give prompt Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than twenty (20) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationCompany's notice, the Company shall determine for any reason not use its best efforts to register cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the Company shall give written notice entire offering, then the amount of Registrable Stock to all such Shareholders and, thereupon, be offered for the accounts of Holders shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration reduced pro rata to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration necessary to reduce the total amount 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, 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 Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by offering to the Institutional Shareholders and each of their Permitted Transfereesrecommended amount; PROVIDED, (allocated, that 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 are being offered for the account of any other Persons with such priorities among them as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company shall determineover the amount of securities they intended to offer.

Incidental Registration. (a) If, at any time after the First a Qualified Public Offering, the Company proposes at any time or from time to register time shall determine to effect the registration, qualification and/or compliance of any Company Securities under the Securities Act of its equity securities (other otherwise than pursuant to a registration on Form S-8 a form inappropriate for an underwritten public offering or S-4relating solely to securities to be issued in a merger, acquisition of the stock or assets of another entity or in a similar transaction or relating solely to securities issued or to be issued under any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options option or purchase plan), then, in connection with any employee benefit or similar plan each such case, the Company shall: (i) promptly give written notice of the Company or proposed registration, qualification and/or compliance (which shall include a list of the jurisdictions in connection with a direct or indirect acquisition by which the Company intends to register or qualify such securities under the applicable blue sky or other securities laws) to each holder of another Person)any Registrable Shares; and (ii) use all commercially reasonable efforts to include among the securities which it then registers or qualifies all Registrable Shares specified by any holder thereof in a written request or requests, whether or not for sale for its own account, it will each made within 30 days after receipt of such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to from the anticipated filing date Company; provided, however, that the Company shall not include the Registrable Shares of the registration statement relating to such registration to each ShareholderLead Trivest Investor unless it includes Registrable Shares of both Trivest Investors, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement pro rata based upon the number of Registrable Securities Shares owned by such holders. (b) The obligations of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), Company under this section 5.1 are subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that following qualifications: (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting subject to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationsection 5.8, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities related to any registration, qualification and/or compliance requested pursuant to this Section 5.02.section 5.1 and the holders of the Registrable Shares shall pay their respective Selling Expenses pro rata on the basis of the Registrable Shares so registered and sold; and (bii) If a in the event that any registration pursuant to this Section 5.02 involves section 5.1 shall be, in whole or in part, an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority public offering of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in its viewCommon Stock, the number of Registrable Shares that the Company and such Shareholders 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 would 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 Shareholders and each of their Permitted Transferees, an underwriting may be reduced (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the requesting holders based upon the number of Registrable Shares owned by such entities or persons on holders) if and to the basis extent that the managing underwriter shall be of the relative opinion that the inclusion of some or all of the Registrable Shares would adversely affect the marketing of the securities to be sold by the Company therein; provided, that any such limitation shall be imposed in such manner so as to avoid any diminution in the number of shares of Registrable Securities so requested to be included in such registration), the Company may register for sale by (iiii) third, any securities proposed giving first priority for the shares to be registered for issuance and sale by the account of any Company, (ii) giving second priority for the shares to be registered pursuant to this section 5.1 and (iii) giving third priority for other Persons with securities requested to be in such priorities among them as the Company shall determineregistration not covered by clauses (i) or (ii) above.

Incidental Registration. (a) If, If Seller at any time after the First Public Offering, the Company ------------------------ proposes to register file prior to February 2, 2003, on its behalf or on behalf of any Company Securities of its security holders (other than Holders of Registrable Securities) (the "demanding security holders") a registration statement under the Securities Act on any form (other than a registration Registration Statement on Form S-4 or S-8 or S-4, or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or similar forms, relating to Ordinary Shares issuable upon exercise employees of employee stock options or in connection with Seller pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or similar plan any other class of equity security (as defined in Section 3(a)(11) of the Company or in connection with a direct or indirect acquisition by the Company Exchange Act) of another Person), whether or not for sale for its own accountSeller, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date all Holders of the registration statement relating to Registrable Securities at least four weeks before the initial filing with the Commission of such registration to each Shareholderstatement, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number intended method of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 Shares that the Company and such Shareholders 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 by Seller. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities, as such Holders may request. Each Holder of any Registrable Securities desiring to have Common Stock registered under this Section 7.02 shall advise Seller in writing within 10 days after the date of receipt of such offer from Seller, setting forth the amount of such Common Stock for which registration is requested. Seller shall thereupon include in such filing the number of shares of Common Stock for which registration is so requested, subject to the following sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If a public offering is proposed for the account securities being registered by Seller or such demanding security holder and the managing underwriter of such public offering advises Seller in writing that, in its opinion, the distribution of the Company as would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities Common Stock requested to be included in the registration concurrently with the securities being registered by Seller or such registration demanding security holder would materially and adversely affect the distribution of such securities by the Institutional Shareholders and each of their Permitted TransfereesSeller or such demanding security holder, (allocatedthen Seller, if necessary for applicable, and all selling security holders (including, if applicable, the Holders and the demanding security holder who initially requested such registration) shall reduce (to the extent Seller has a contractual right to impose such a reduction) the amount of securities each intended to distribute through such offering not to exceed the Maximum Offering Size, on a pro rata among such entities or persons basis; provided, however, that Seller shall not be required to reduce the amount -------- ------- of securities to be distributed on the basis its behalf to less than 50% of the relative aggregate 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 in such priorities among them as the Company shall determineoffering.

Incidental Registration. (a) If, at any Each time after the First Public Offering, the Company proposes shall determine to register any Company Securities proceed with the actual preparation and filing of a registration statement under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with the proposed offer and sale for money of any employee benefit of its Common Stock by it or similar plan any of its security holders, the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior of its determination to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)all Holders hereunder. Upon the written request of a Holder given within fifteen (15) days after receipt of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)Company, the Company will use its reasonable best efforts to effect will, except as herein provided, cause all such Option Shares, the registration under the Securities Act record Holders of all Registrable Securities that the Company has been which have so requested registration thereof, to register by be included in such registration statement, all such Shareholders, to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities so Option Shares to be so registered; provided, provided however, that (ia) all such Option Shares to be so registered shall be converted into Common Stock prior to sale pursuant to such registration statement; (b) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (c) 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 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 $25,000 incurred by the Company as the result of such registration involves an after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten Public Offeringin whole or in part, all such Shareholders requesting the Company may require that the Option Shares requested for inclusion pursuant to this Section be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) underwriting on the same terms and conditions as apply the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Option Shares originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date successful marketing of the registration statement filed in connection with such registration, shares of stock offered by the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 viewCompany, the number of Option Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Institutional Shareholders Company. Those securities which are thus excluded from the underwritten public offering, and each of their Permitted Transfereesany other Common Stock owned by such Holders, (allocatedshall be withheld from the market by the Holders thereof for a period, if necessary for the offering not to exceed one hundred eighty (180) days, which the Maximum Offering Size, pro rata among such entities or persons on managing underwriter reasonably determines is necessary in order to effect 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 determineunderwritten public offering.

Incidental Registration. (a) IfSubject to Section 7 and the other terms and conditions set forth in this Section 3, if at any time 180 days after the First Public Offering, this Agreement the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities Act (other than a registration statement on Form S-4 or S-8 (or S-4, successor forms thereto) or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with any employee benefit an exchange offer or similar plan an offering of securities solely to the Company or in connection with a direct or indirect acquisition by Company's existing stockholders) for the Company sale of another Person), whether or not for sale shares of Common Stock for its own accountaccount or for the account of any third party (a "Selling Securityholder"), it will the Company shall each such time, subject to the provisions of Section 5.02(b), time promptly give prompt each Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 30 days from the anticipated filing date of the registration statement relating such notice, and advising such Holders of their right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have any Registrable Stock beneficially owned by them included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within Holder received by the Company no later than 15 business days after the receipt date of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)Company's notice, the Company will shall use its reasonable best efforts to effect the registration cause to be registered under the Securities Act all of all the Registrable Securities Stock that the Company each such Holder has been so requested to register be registered. The Company, in its sole discretion shall appoint the underwriters, if any, for any registration covered by all such Shareholders, this Section 3 in the case of a sale by the Company of shares of Common Stock for its own account. (b) The Company's obligation to include Registrable Stock in a registration statement pursuant to Section 3(a) above is subject to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that following limitations: (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) ifIf, at any time after giving written notice of its intention determination to register any securities pursuant to this Section 5.02(a) shares of Common Stock for its own account or for the account of a Selling Securityholder and prior to the effective date of the any registration statement filed in connection with such registration, the Company or such Selling Securityholder shall determine for any reason not to register such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders and, thereupon, the Holders and thereupon the Company shall be relieved of its obligation to use any efforts to register any Registrable Securities Stock in connection with such aborted registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (bii) If a registration pursuant to the Registrable Stock registered in accordance with this Section 5.02 involves an 3 is to be sold in one or more firm commitment underwritten Public Offering (other than any Demand Registrationofferings, in which and the sole or managing underwriter, as the case may be, of such underwritten offering advises the provisions with respect Company, the Selling Securityholder and the Holders of Registrable Stock to priority of inclusion be included in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company registration that, in its viewopinion, the number total amount of Shares that such securities to be so registered, including such Registrable Stock, will exceed the Company and such Shareholders intend to include in such registration exceeds maximum amount (the "Maximum Offering Size") of the Company's securities that can be marketed (1) at a price reasonably related to the then current market value of such securities or (2) without otherwise materially and adversely affecting the entire offering, then the Company will shall include in such registration, in the following priority, priority up to the Maximum Offering Size: : (ix) first, so much all of the securities proposed to be registered for the account of offer and sale by the Company or the Selling Securityholder, as would not cause the offering to exceed the Maximum Offering Size, case may be, and (iiy) second, all of the Registrable Securities Stock requested to be included in such registration by the Institutional Shareholders and each of their Permitted TransfereesHolders pursuant to this Section 3, (allocated, if necessary necessary, for the such offering not to exceed the Maximum Offering Size, pro rata among the Holders requesting registration of such entities or persons Registrable Stock on the basis of the relative number of shares of Registrable Securities so Stock each such Holder has requested to be included in such registration),. (iiic) thirdIn connection with any registration of the Company's Common Stock, under Section 2 or 3 hereof, and upon the written request of the underwriters managing any securities proposed underwritten offering of the Common Stock, each Holder agrees not to be registered for the account effect any sale, disposition or distribution of any Common Stock (other Persons with than that included in any such priorities among them as registration or other than a private sale to another Original Owner or, subject to Section 9 of this Agreement, a third party in a transaction that involves the Company shall determinetransfer of one or more shares of Special Voting Preferred Stock) or securities exercisable for or convertible or exchangeable into Common Stock without the prior written consent of such underwriters during the 30-day period prior to, and the 90-day period beginning on, the effective date of any registration statement to which Section 2(a) or 3(a) applies.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company (other than pursuant to Section 7.01) proposes to register any Company Securities of its securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating for sale to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person)public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Registrabxx Xxxxxities for sale to the public, or which relate to employee benefit plans or with respect to corporate reorganizations or other transactions subject to Rule 145 of the Securities Act), each such time it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date all holders of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of outstanding Registrable Securities of the same class or series as those proposed its intention so to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do. Upon the written request of any such Shareholder made holder, received by the Company within 15 thirty (30) days after the receipt giving of any such notice from by the Company (which request shall specify the number Company, to register any of its Registrable Securities intended to be disposed of by such Shareholder)Securities, the Company will use its reasonable best efforts to effect cause such Registrable Securities to be included in the registration under statement proposed to be filed by the Securities Act of Company, all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the sale or other disposition of the such Registrable Securities so to be registered, provided . In the event that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves 7.02 shall be an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority public offering of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in its viewCommon Stock, the number of Shares that the Company and such Shareholders 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 would 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 Shareholders 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 an underwriting may be limited 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 proposed to be registered for sold by the account Company therein, and, in such case, the number of any shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: The securities of the Company held by officers, directors and other Persons stockholders of the Company, other than securities held by holders ("Demand Holders") who have contractual rights (existing prior to the date of this Agreement) to participate in or demand such registration, shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting by each of the holders Registrable Securities and Demanding Holders shall be reduced, on a pro rata basis (based on the number of shares held by such holders of Registrable Securities and Demanding Holders), by such minimum number of shares as is necessary to comply with such priorities among them as the Company shall determinelimitation.

Incidental Registration. (a) If, at any time after the First Public Offeringtime, the Company proposes determines to register any Company Securities of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than a except with respect to registration statements on Form S-8 or S-4its then equivalent, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct Rule 145 transaction or indirect acquisition by Form S-4 or its equivalent, or another form not available for registering the Company of another PersonRegistrable Shares for sale to the public), whether or not for sale for its own account, each such time it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to all holders of outstanding Registrable Shares, including each holder who has the anticipated filing date right to acquire Registrable Shares, of its intention so to do and of the registration statement relating to proposed method of distribution of such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)securities. Upon the written request of any such Shareholder made holder, received by the Company within 15 twenty (20) days after the receipt giving of any such notice from by the Company (which request shall specify Company, to include in the number registration all or any part of the Registrable Securities intended to be disposed of by such Shareholder)Shares, the Company will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of cause the Registrable Securities so Shares as to be registered, provided that (i) if such which registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 Shares that the Company and such Shareholders 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 would 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 Shareholders 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 have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent and under the conditions such registration), registration is permitted under the Securities Act and this Section 1.4. In the event that any registration pursuant to this Section 1.4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Shares to be included in such an underwriting may be reduced (iiipro rata among the requesting holders based upon the number of shares of Registrable Shares owned by such holders) third, if and to the extent that the managing underwriter shall be of the opinion that the inclusion of some or all of the Registrable Shares would adversely affect the marketing of the securities to be sold by the Company therein. Any such limitation shall be imposed in such manner so as to avoid any securities proposed diminution in the number of shares the Company may register for sale by giving first priority for the shares to be registered for issuance and sale by the account Company, by giving second priority for any Registrable Shares to be registered pursuant to Section 1.3 hereof, and by giving third priority for the Registrable Shares to be registered for sale by any other Investor pursuant to the terms of this Section 1.4. Notwithstanding the foregoing provisions, the Company may, in its sole discretion, terminate or withdraw any registration statement referred to in this Section 1.4 without thereby incurring any liability to the holders of Registrable Shares. (b) The Company will use commercially reasonable efforts to maintain the effectiveness of any other Persons with form used to register the shares pursuant to this Section 1.04 for up to ninety (90) days or such priorities among them earlier time as all of the Company shall determineRegistrable Shares have been sold .

Incidental Registration. (a) IfSubject to Section 4.06, if at any time after the First Public Offering, the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that 11 would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, the Company of another Person), whether or not for sale for its own account, it will shall each such time, subject to the provisions of Section 5.02(b), time promptly give prompt each Stockholder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 60 days from the anticipated filing date of the registration statement relating such notice, and advising each Stockholder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Stockholder received by the Company no later than 30 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationCompany's notice, the Company shall determine for any reason not use its best efforts to register cause to be registered under the 1933 Act all of the Registrable Stock that each such Stockholder 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 the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the Company shall give written notice be entitled to all such Shareholders and, thereupon, shall be relieved reduce the number of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration shares of Registrable Securities requested pursuant Stock to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an not less than one-third of the total number of shares in such offering except in the case of the initial firm commitment underwritten Public Offering (other than any Demand Registrationpublic offering of the Company, 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, may reduce the number of Shares that the Company and such Shareholders 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 shares of the securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested Stock to be included in such registration by the Institutional Shareholders and each of their Permitted Transferees, (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among zero. Any such entities or persons on the basis of the relative number of shares reduction of Registrable Securities so requested Stock shall be allocated among all such Stockholders in proportion (as nearly as practicable) to be included in such registration), (iii) third, any securities proposed to be registered for the account amount of any other Persons with such priorities among them as Registrable Stock owned by each Stockholder at the Company shall determinetime of filing the registration statement.

Incidental Registration. (a) If, If the Company shall at any time after propose to file a registration statement under the First Public Offering1933 Act for an offering of Equity Securities of the Company for cash (other than an offering relating to (i) a business combination that is to be filed on Form S-4 under the 1933 Act (or any successor form thereto) or (ii) any employee benefit plan, including, without limitation a stock option or stock purchase plan), the Company proposes to register any Company Securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give shall provide prompt written notice prior of such proposal to the anticipated filing date PDH of the registration statement relating its intention to such registration to each Shareholder, which notice shall set forth such Shareholder’s do so and of PDH's rights under this Section 5.02 2.2 and shall offer such Shareholder the opportunity to include in such registration statement the such number of Registrable Securities shares of Common Stock which PDH has requested the same class or series as those proposed Company to be registered as each such Shareholder may request register (an “the "Incidental Registration”Registered Shares"), subject which request shall be made to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made Company within 15 twenty (20) days after the receipt of PDH receives notice from the Company of such proposed registration. Notwithstanding the foregoing: (which request shall specify the A) PDH must elect to include a number of Registrable Securities intended shares equal to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition not less than two percent (2%) of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included outstanding Common Stock in the Company’s first registration must sell their Registrable Securities statement in which PDH elects to the underwriters selected as provided in include shares of Common Stock pursuant to this Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and 2.2; (iiB) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders PDH and, thereupon, shall be relieved of its obligation to register any Registrable Securities the Incidental Registered Shares in connection with such registration. No registration effected under this Section 5.02 shall relieve (provided, however, that 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 the expenses referred to in Section 2.6(b) incurred in connection therewith); (C) if such registration involves an underwritten offering, PDH must sell all Incidental Registered Shares to the underwriters selected by the Company on the same terms and conditions as those that apply to the Company, with each such differences, including any with respect to indemnification and liability insurance, as may be customary in combined primary and secondary offerings; and (D) if the Company files a secondary shelf registration for resales by a holder or holders of Registrable Securities Common Stock, then PDH may only include Incidental Registered Shares therein if it agrees to the same provisions, if any, as the Company and such holder or holders may have agreed upon regarding the suspension of sales under such registration upon the existence of circumstances similar to those described in Section 2.1(a)(iii). If a registration requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 2.2 involves an underwritten Public Offering (other than any Demand Registrationpublic offering, the Board of Directors of PDH in the exercise of their fiduciary duty may elect, in which case writing prior to the provisions distribution of preliminary prospectuses in connection 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 Shares that the Company and such Shareholders intend to include in such registration exceeds the Maximum Offering Sizestatement, 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 would 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 Shareholders and each of their Permitted Transferees, (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among register such entities or persons on the basis of the relative number of shares of Registrable Securities so requested to be included securities in such registration), (iii) third, any securities proposed to be registered for the account of any other Persons connection with such priorities among them as the Company shall determineoffering.

Incidental Registration. (a) If, at any time Commencing immediately after the First Public OfferingEffective Date and ending on the day that is one year after the Effective Date, if the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with any employee benefit an exchange offer or similar plan an offering of the Company or securities solely in connection with a direct an acquisition or indirect acquisition by to the Company's existing stockholders) or any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at each such time the Company of another Person), whether or not for sale for its own account, it will shall promptly give each such time, subject to the provisions of Section 5.02(b), give prompt Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than twenty (20) days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than twenty (20) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationCompany's notice, the Company shall determine for any reason not use its commercially reasonable efforts to register cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the Company shall give written notice entire offering, then the amount of Registrable Stock to all such Shareholders and, thereupon, be offered for the accounts of Holders shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration reduced pro rata to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration necessary to reduce the total amount 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, 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 Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by offering to the Institutional Shareholders and each of their Permitted Transfereesrecommended amount; provided, (allocated, that 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 are being offered for the account of any other Persons with such priorities among them as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company shall determineover the amount of securities they intended to offer.

Incidental Registration. (a) If, The rights of holders of Warrants and/or Warrant Stock under this Section 9.4 shall become effective only on and after the Exercise Date and shall expire on the Expiration Date. If the Company at any time after the First Public Offering, the Company proposes to register file on its behalf and/or on behalf of any Company Securities of its security holders ("the demanding security holders") a Registration Statement under the Securities Act on any form (other than a registration Registration Statement required under section 9.3 or a Registration Statement on Form S-4 or S-8 or S-4, or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or similar forms, relating to Ordinary Shares issuable upon exercise employees of employee stock options or in connection with the Company pursuant to any employee benefit plan or similar plan to existing holders of the Company Company's debt or equity securities in connection any exchange or rights offering, respectively) for the general registration of securities to be sold for cash with a direct respect to its Common Stock or indirect acquisition by any other class of equity security (as defined in Section 3(a)(11) of the Company Exchange Act) of another Person), whether or not for sale for its own accountthe Company, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to all holders of Warrants or Warrant Stock at least 30 days before the anticipated initial filing date with the Commission of the registration statement relating to such registration to each ShareholderRegistration Statement, which notice shall set forth such Shareholder’s rights under this Section 5.02 and the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer such Shareholder the opportunity to include in such registration statement filing the aggregate number of shares of Warrant Stock, and the number of Registrable Securities shares of Common Stock for which this Warrant is exercisable, as such holders may request. Nothing herein shall preclude the Company from discontinuing the registration of its securities being effected on its behalf or on behalf of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, demanding security holders at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with relating thereto. Each holder of any such registration, the Company shall determine for Warrants or any reason not such Warrant Stock desiring to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected have Warrant Stock registered under this Section 5.02 9.4 shall relieve advise the Company in writing within 30 days after the date of its obligations to effect a Demand Registration to receipt of such offer from the extent required by Section 5.01Company, setting forth the amount of such Warrant Stock for which registration is requested. 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, in which case the provisions with respect to priority of inclusion thereupon include in such offering set forth in Section 5.01(e) filing the number of shares of Warrant Stock for which registration is so requested, subject to the next sentence, and shall apply) and use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter advises of a proposed public offering shall advise the Company in writing that, in its viewopinion, the number of Shares that the Company and such Shareholders 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 distribution of the securities proposed to be registered for shares of Common Stock into which the account of Warrants are exercisable and the Company as would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities Warrant Stock requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all demanding security holders (other than any selling security holder who requested such registration and the Company (unless such Registration Statement was filed at the request of a demanding security holder)) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 9.6, all expenses of such registration shall be borne by the Institutional Shareholders 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 determineCompany.

Incidental Registration. (a) IfCommencing June 30, at any time after the First Public Offering1999, if the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at each such time the Company of another Person), whether or not for sale for its own account, it will shall promptly give each such time, subject to the provisions of Section 5.02(b), give prompt Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than twenty (20) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationCompany's notice, the Company shall determine for any reason not use its best efforts to register cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise 7 8 materially and adversely affecting the Company shall give written notice entire offering, then the amount of Registrable Stock to all such Shareholders and, thereupon, be offered for the accounts of Holders shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration reduced pro rata to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration necessary to reduce the total amount 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, 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 Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by offering to the Institutional Shareholders and each of their Permitted Transfereesrecommended amount; provided, (allocated, that 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 are being offered for the account of any other Persons with such priorities among them as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company shall determineover the amount of securities they intended to offer.

Incidental Registration. (a) If, The Company agrees that at any time after the First Public Offering, the Company it proposes to register any Company Securities of its Common Stock under the Securities Act (other than a registration pursuant to Section 10.4) in connection with an underwritten public offering of such Common Stock, it will promptly give written notice to all holders of outstanding Warrants and Restricted Stock of its intention so to do and upon the written request of the holder of any such Warrants or Restricted Stock who intends to transfer such Warrants or Restricted Stock promptly upon the effectiveness of such registration, given within 30 days after receipt of any such notice from the Company, the Company will in each instance use its best efforts to cause all Restricted Stock held by any requesting holder to be registered under said Securities Act and registered or qualified under any State securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the prospective seller of the securities so registered; provided, however, that the obligation to give such notice and to use such best efforts shall not apply to any proposal of the Company to register any of its securities under the Securities Act (i) on Form S-8 or S-4, (or any successor or similar formsform), relating to Ordinary Shares issuable upon exercise of employee stock options or (ii) in connection with any employee benefit dividend reinvestment plans, or similar plan (iii) for the purpose of offering such securities to another business entity or the Company shareholders of such entity in connection with the acquisition of assets or shares of capital stock, respectively, of such entity or in connection with a direct merger or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each consolidation with such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (entity. In connection with any offering involving an “Incidental Registration”), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)underwriting, the Company will use not be required to include said shares unless the holder thereof agrees to the reasonable and customary terms of the underwriting and then only in such quantity as will not, in the reasonable opinion of the underwriters, jeopardize the success of the offering by the Company. Any holder of such Warrants or Restricted Stock requesting registration of the Underlying Shares relating to such Warrants or such Restricted Stock shall in its reasonable best efforts request describe briefly the manner of any proposed transfer of such Underlying Shares or Restricted Stock. Nothing in this Section 10.6 shall be deemed to effect the registration under the Securities Act of all Registrable Securities that require the Company has been so requested to register by proceed with any registration of its securities after giving the notice herein provided. If some but not all such Shareholders, shares of Restricted Stock and Underlying Shares with respect to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to which the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities shall have received requests for registration pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with 10.6 shall be excluded from such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved make appropriate allocation of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 Shares that the Company and such Shareholders 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 shares to be registered for among all holders of Restricted Stock and Underlying Shares at the account of the Company as would not cause the offering time desiring to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by the Institutional Shareholders and each of their Permitted Transferees, (allocated, if necessary for the offering not to exceed the Maximum Offering Size, register shares pro rata among such entities or persons on in the basis of proportion that the relative number of shares of Registrable Securities so requested Restricted Stock and Underlying Shares held by each such holder bears to be included in the total number of shares held by all such registration), (iii) third, any securities proposed holders then desiring to be have shares of Restricted Stock and Underlying Shares registered for sale. The Company will not, after the account date of any issuance of this Warrant, grant incidental or piggy-back registration rights to other Persons with such priorities among them as holders of equity or equity rights of the Company shall determineunless such registration rights are, by their terms, subject and subordinate to the registration rights set forth in this Section 10.6.

Incidental Registration. Commencing ninety (a90) If, at any time days after the First Public Offeringdate hereof, if the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at each such time the Company of another Person), whether or not for sale for its own account, it will shall promptly give each such time, subject to the provisions of Section 5.02(b), give prompt Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than twenty (20) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationCompany's notice, the Company shall determine for any reason not include the shares in such registration statement and use its reasonable efforts to register cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the Company shall give written notice entire offering, then the amount of Registrable Stock to all such Shareholders and, thereupon, be offered for the accounts of Holders shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration reduced pro rata to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration necessary to reduce the total amount 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, 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 Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by offering to the Institutional Shareholders and each of their Permitted Transfereesrecommended amount; PROVIDED, (allocated, that 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 are being offered for the account of any other Persons with such priorities among them as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company shall determineover the amount of securities they intended to offer.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company (other than pursuant to Section 2.3 or Section 2.5 hereof) proposes to register any Company Securities of its securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating for sale to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person)public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock and Founder Restricted Stock, as applicable, for sale to the public), each such time it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date all holders of the registration statement relating outstanding Restricted Stock and Founder Restricted Stock of its intention to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do so. Upon the written request of any such Shareholder made holder, received by the Company within 15 30 days after the receipt giving of any such notice from by the Company (which request shall specify the number Company, to register any of Registrable Securities intended to be disposed of by such Shareholder)holder’s Restricted Stock or Founder Restricted Stock, as applicable, the Company will use its reasonable best efforts to effect cause the registration under the Securities Act shares of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms Restricted Stock and conditions as apply to the Company or the Requesting ShareholderFounder Restricted Stock, as applicable, and (ii) if, at any time after giving written notice of its intention as to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the which registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 Shares that the Company and such Shareholders 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 would 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 Shareholders 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 have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by the holder of such registration), Restricted Stock and Founder Restricted Stock, as applicable, so registered. In the event that any registration pursuant to this Section 2.4 shall be, in whole or in part, an underwritten public offering of Common Stock, and the underwriters advise the Company that marketing factors require a limitation of the number of shares to be underwritten, the Company and its underwriters shall allocate the number of shares of Restricted Stock and Founder Restricted Stock, as applicable, requested to be registered by each of the holders thereof as follows: (i) first, to the holders of Senior Restricted Stock that have elected to participate in such offering, pro rata according to the number of shares of Senior Restricted Stock requested to be registered; (ii) second, to the Existing Investors holding shares of Restricted Stock that have elected to participate in such offering, pro rata according to the number of shares of Restricted Stock requested to be registered; and (iii) thirdthereafter, any securities proposed to the holders of Founder Restricted Stock that have elected to participate in such offering, pro rata according to the number of shares of Founder Restricted Stock requested to be registered registered; provided, however, that such number of shares of Senior Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other Persons with than the Company or requesting holders of Restricted Stock pursuant to a demand registration initiated by the holders of the Senior Restricted Stock under Section 2.3, and provided, further, however, that in no event may less than twenty-five percent (25%) of the total number of shares of Common Stock to be included in such priorities among them as underwriting be made available for shares of Senior Restricted Stock unless the managing underwriter shall in good faith advise the holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely effect the offering price or its ability to complete the offering and shall specify the number of shares of Senior Restricted Stock which, in its opinion, can be included in the registration and underwriting without such an effect. For purposes of this Section 2.4 and Section 2.5, the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Stock upon conversion of all Preferred Stock; provided, however, that the only securities which the Company shall determinebe required to register pursuant hereto shall be Common Stock; and provided further, however, that, in any underwritten public offering contemplated by this Section 2.4 or Section 2.5, the holders of Preferred Stock shall be entitled to sell such Preferred Stock to the underwriters (with the underwriters’ approval) for conversion and sale of the Common Stock issued upon conversion thereof.

Incidental Registration. (a) If, at any time Commencing immediately after the First Public Offeringdate of Closing (as defined in the Investor Agreement) and prior to August 31, 1999, if the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of another Person)such determination setting forth the date on which the Company proposes to file such registration statement, whether or not for sale for which date shall be no earlier than twenty (20) days from the date of such notice, and advising each Holder of its own accountright to have Registrable Stock included in such registration. In the event such an offering is underwritten, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity Holder's right to include its Registrable Stock in such registration statement the number of Registrable Securities of shall be conditioned upon such Holder's participation in such underwritten offering on the same class or series terms as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of provided in Section 5.02(b)2(b) above. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than twenty (20) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationCompany's notice, the Company shall determine for any reason not use commercially reasonable efforts to register cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the Company shall give written notice entire offering, then the amount of Registrable Stock to all such Shareholders and, thereupon, be offered for the accounts of Holders shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration reduced pro rata to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration necessary to reduce the total amount 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, 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 Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by offering to the Institutional Shareholders and each of their Permitted Transfereesrecommended amount; provided, (allocated, that 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 are being offered for the account of any other Persons with such priorities among them as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company shall determineover the amount of securities they intended to offer.

Incidental Registration. (a) IfFor so long as BJH Management, LLC and/or Bruce J. Haber and/or Louis Buthex, xxxxx xxxx registxxxxxx xxxxxs regarding the Common Stock of the Company whether pursuant to that certain Stock Issuance Agreement dated December 30, 2002, or otherwise, if the Company, at any time after the First Public Offering, the Company during such period proposes to register file on its behalf and/or on behalf of any Company Securities of its security holders a registration statement under the Securities Act of 1933, as amended on any form (other than a registration statement on Form S-4 or S-8 or S-4, or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act of 1933 or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with the Company's employees pursuant to any employee benefit or similar plan plan, respectively) for the general registration of securities to be sold for cash with respect to the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own accountCompany's Common Stock, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to Waldron at least 30 days before thx xxxxxal filing with the anticipated filing date Securities and Exchange Commission of the registration statement relating to such registration to each Shareholderstatement, which notice shall set forth such Shareholder’s rights under this Section 5.02 and the intended method of disposition of the securities that the Company proposes to register. The notice shall offer such Shareholder the opportunity to include in such registration statement filing the aggregate number of Registrable Securities shares of the same class Waldron Stock as Waldron, or series as those proposed to be registered as each such Shareholder his xxxxxxxrees may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)rexxxxx. Upon the written request of any such Shareholder made Waldron or his transferees shall axxxxx xhe Company in writing within 15 20 days after the date of receipt of notice such offer from the Company (Company, setting forth the amount of Waldron Stock for which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01registrxxxxx xs asked. 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, 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 Shares that the Company and such Shareholders intend to thereupon include in such registration exceeds filing 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 would 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 Shareholders 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 the Waldron Stock for the account of any other Persons with such priorities among them as the Company shall determinewhich registratixx xx xo asked.

Incidental Registration. (a) If, at any time Commencing immediately after the First Public Offeringdate of Closing (as defined in the Investor Agreement), if the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at each such time the Company of another Person), whether or not for sale for its own account, it will shall promptly give each such time, subject to the provisions of Section 5.02(b), give prompt Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than twenty (20) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationCompany's notice, the Company shall determine for any reason not use its best efforts to register cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the Company shall give written notice entire offering, then the amount of Registrable Stock to all such Shareholders and, thereupon, be offered for the accounts of Holders shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration reduced pro rata to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration necessary to reduce the REGISTRATION RIGHTS AGREEMENT 27 total amount 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, 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 Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by offering to the Institutional Shareholders and each of their Permitted Transfereesrecommended amount; provided, (allocated, that 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 are being offered for the account of any other Persons with such priorities among them as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company shall determineover the amount of securities they intended to offer.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company (other than pursuant to Section 3 or Section 5) proposes to register any Company Securities of its securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating for sale to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person)public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms S-4, X-0 xx another form not available for registering the Registerable Stock for sale to the public), each such time it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date all holders of the registration statement relating outstanding Registerable Stock of its intention to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do so. Upon the written request of any such Shareholder made holder, received by the Company within 15 days after the receipt giving of any such notice from by the Company to register any of its Registerable Stock (which request shall specify state the number intended method of Registrable Securities intended to be disposed of by such Shareholderdisposition thereof), the Company will use its reasonable best efforts cause the Registerable Stock as to effect the which registration under the Securities Act of all Registrable Securities that the Company has shall have been so requested to register be included in the securities to be covered by the registration statement proposed to be filed by the Company, all such Shareholders, to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Registerable Stock so registered. The Company shall be obligated to the Investor to register Registerable Stock of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities Investor pursuant to this Section 5.02(a) and prior 4 on one occasion only; provided, however, that such obligation shall be deemed satisfied as to the effective date of the Investor only when a registration statement filed covering all shares of Registerable Stock specified in connection notices from the Investor received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become and shall have remained effective as provided in this Agreement and, if such registrationmethod of disposition is a firm commitment underwritten public offering, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shares shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested have been sold pursuant to this Section 5.02thereto. (b) If a In the event that any registration pursuant to this Section 5.02 involves 4 shall be, in whole or in part, an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority public offering of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in its viewCommon Stock, the number of Shares that the Company and such Shareholders 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 shares of the securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested Registerable Stock to be included in such registration by the Institutional Shareholders and each of their Permitted Transferees, an underwriting may be reduced (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities or persons on the basis of requesting holders based upon the relative number of shares of Registrable Securities so requested Registerable Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be 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 sold by the Company shall determine.therein (including the price at which such securities can be sold), provided, however, that

Incidental Registration. (a) IfSubject to Section 4.06, if at any time after the First Public Offering, the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, the Company of another Person), whether or not for sale for its own account, it will shall each such time, subject to the provisions of Section 5.02(b), time promptly give prompt each Stockholder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 60 days from the anticipated filing date of the registration statement relating such notice, and advising each Stockholder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Stockholder received by the Company no later than 30 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationCompany's notice, the Company shall determine for any reason not use its best efforts to register cause to be registered under the 1933 Act all of the Registrable Stock that each such Stockholder 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 the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the Company shall give written notice be entitled to all such Shareholders and, thereupon, shall be relieved reduce the number of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration shares of Registrable Securities requested pursuant Stock to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an not less than one-third of the total number of shares in such offering except in the case of the initial firm commitment underwritten Public Offering (other than any Demand Registrationpublic offering of the Company, 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, may reduce the number of Shares that the Company and such Shareholders 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 shares of the securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested Stock to be included in such registration by the Institutional Shareholders and each of their Permitted Transferees, (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among zero. Any such entities or persons on the basis of the relative number of shares reduction of Registrable Securities so requested Stock shall be allocated among all such Stockholders in proportion (as nearly as practicable) to be included in such registration), (iii) third, any securities proposed to be registered for the account amount of any other Persons with such priorities among them as Registrable Stock owned by each Stockholder at the Company shall determinetime of filing the registration statement.

Incidental Registration. (a) If, at any time after the First Public Offering, If the Company proposes to register any Company Securities under the Securities Act (other than a registration (i) on Form S-8 or S-4, S-4 or any successor or similar forms, (ii) relating to Ordinary Shares Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or Company, (iii) in connection with a direct or indirect acquisition by the Company of another Personcompany, or (iv) pursuant to a Demand Registration), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b6.02(b), give prompt written notice at least 30 days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s 's rights under this Section 5.02 6.02 and shall offer such Shareholder Shareholders the opportunity to include in such registration statement the such number of Registrable Securities of the same class or series type as those are proposed to be registered as each such Shareholder may request (an “"Incidental Registration”), subject to the provisions of Section 5.02(b"). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, ; provided that (iI) if such registration involves an underwritten a Public Offering, all such Shareholders requesting to be included in the Company’s 's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f6.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (iiII) if, at any time after giving written notice of its intention to register any securities stock pursuant to this Section 5.02(a6.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (without prejudice, however, to rights of a Selling Shareholder or Holder under Section 6.01). No registration effected under this Section 5.02 6.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.016.01. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.026.02. (b) If a registration pursuant to this Section 5.02 6.02 involves an underwritten a Public Offering (other than any Demand 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 Shares shares of Common Stock that the Company and such Shareholders intend to include in such registration exceeds the Maximum Offering SizeAmount, the Company will include in such registration, in the following priority, up to the Maximum Offering SizeAmount: (i) first, so much of the any securities proposed to be registered for the account of by the Company as would not cause the offering to exceed the Maximum Offering Size,for its own account; and (ii) second, all Registrable Securities requested to be included in such registration by the Institutional Shareholders and each of their Permitted Transferees, any Shareholder pursuant to this Section 6.02 (allocated, if necessary for the offering not to exceed the Maximum Offering SizeAmount, pro rata among such entities or persons Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included their Shareholder Portion (as defined in such registrationSection 6.01), (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) Ifa. Subject to Section 8, if at any time after the First Public Offeringprior to February 19, 2003 the Company proposes to register any Company Securities file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-8 S-4 or S-4S-8, or any successor form substituted therefor, or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or a registration statement filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Registrable Stock, and such filing is to be on the Company's behalf for the general registration of its Common Stock to be sold for cash, the Company or shall each such time promptly give each Holder written notice of such proposal setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than ten (10) days from the date of such notice, and advising each Holder of its right to have Registrable Stock included in connection with a direct or indirect acquisition such registration. Upon written request of any Holder received by the Company no later than five (5) business days after the Holder's receipt of another Personthe Company's notice, the Company shall use its reasonable efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such 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 the Company), whether the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or not for sale for its own account(ii) without otherwise materially and adversely affecting the entire offering, it will then the Company shall be entitled to reduce the number of shares of Registrable Stock in whole or part from the registration and the offering. Such reduction shall be allocated among all such Holders in proportion (as nearly as practicable) to the amount of Registrable Stock as to which each Holder has sought registration pursuant to this Agreement at the time of filing the registration statement; provided that -------- ---- any unused share allocation of any such Holder shall be reallocated pro rata among the Holders of Registrable Stock on the basis of the number of shares being sold by each such timeHolder in each such registration. If any Holder of Registrable Stock disapproves of such reduction, subject such Holder may elect to withdraw all of its Registrable Stock from such offering by written notice to the provisions of Section 5.02(b), give prompt written notice Company delivered at least ten (10) business days prior to the anticipated filing effective date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) ifstatement. b. If, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall may, at its election, give written notice of such determination to all such Shareholders and, thereupon, each Holder that has requested to register Registrable Stock and thereupon the Company shall be relieved of its obligation to register any Registrable Securities Stock in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of (but not from its obligations obligation to effect a Demand Registration pay expenses in connection therewith 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, in which case the provisions with respect to priority of inclusion in such offering set forth provided in Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of Shares that the Company and such Shareholders 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 would 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 Shareholders 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 registration7), (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, at any time Commencing immediately after the First Public Offeringdate hereof, if the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at each such time the Company of another Person), whether or not for sale for its own account, it will shall promptly give each such time, subject to the provisions of Section 5.02(b), give prompt Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than twenty (20) days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than twenty (20) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationCompany's notice, the Company shall determine for any reason not use its commercially reasonable to register cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the Company shall give written notice entire offering, then the amount of Registrable Stock to all such Shareholders and, thereupon, be offered for the accounts of Holders shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration reduced pro rata to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration necessary to reduce the total amount 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, 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 Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by offering to the Institutional Shareholders and each of their Permitted Transfereesrecommended amount; provided, (allocated, that 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 are being offered for the account of any other Persons with such priorities among them as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company shall determineover the amount of securities they intended to offer.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company (other than pursuant to Section 4 or 5 hereof) proposes to register any Company Securities of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than a except with respect to 5 134 registration statements on Form S-4 or Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of another form not available for registering the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not Restricted Stock for sale for its own accountto the public), it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior at such time to the anticipated filing date all holders of the registration statement relating outstanding Restricted Stock of its intention to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do so. Upon the written request of any such Shareholder made holder, given within 15 30 days after the receipt of any such notice from by the Company Company, to register any of its Restricted Stock (which request shall specify state the number intended method of Registrable Securities intended to be disposed of by such Shareholderdisposition thereof), the Company will use its reasonable best efforts to effect cause the Restricted Stock as to which registration under the Securities Act of all Registrable Securities that the Company has shall have been so requested to register be included in the securities to be covered by the registration statement proposed to be filed by the Company, all such Shareholders, to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of the Registrable Securities such Restricted Stock so to be registered, ; provided that nothing herein shall prevent the Company from abandoning or delaying such registration at any time; provided, further, that the only securities which the Company shall be required to register shall be shares of Common Stock. In the event that any registration pursuant to this Section 6 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 6 to register Restricted Stock shall specify that either (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting Restricted Stock is to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) underwriting on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice shares of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed Common Stock otherwise being sold through underwriters in connection with such registrationregistration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in an underwriting in accordance with clause (i) above may be reduced pro rata among the Company shall determine for any reason not requesting holders of Restricted Stock based upon the number of shares of Restricted Stock so requested to register such securitiesbe registered, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration if and 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, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01(e) shall apply) and that the managing underwriter advises shall be of the Company that, in its view, opinion that such inclusion would adversely affect the number of Shares that the Company and such Shareholders 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 marketing of the securities proposed to be registered for the account of sold by the Company as would not cause the offering to exceed the Maximum Offering Size, (ii) secondtherein; provided, all Registrable Securities requested however, that if any shares are to be included in such registration by the Institutional Shareholders 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 underwriting for the account of any person other Persons than the Company, the shares to be so included shall be subject first to reduction before the shares of Restricted Stock are reduced pro rata. Notwithstanding anything to the contrary contained in this Section 6, in the event that there is a firm commitment underwritten public offering of securities of the Company 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 priorities among them as offering, such holder shall refrain from selling such Restricted Stock so registered pursuant to this Section 6 during the Company shall determine.period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such

Incidental Registration. (a) If, at any time Commencing immediately after the First Public Offeringdate of Closing (as defined in the Investor Agreement), if the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at each such time the Company of another Person), whether or not for sale for its own account, it will shall promptly give each such time, subject to the provisions of Section 5.02(b), give prompt Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 days after the receipt of notice from Holder received by the Company (which request shall specify the number of Registrable Securities intended use its best efforts to cause to be disposed registered under the 1933 Act all of by the Registrable Stock that each such ShareholderHolder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the Company total amount of such securities to be so registered, including such Registrable Stock, will use its reasonable best efforts exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to effect the registration under then current market value of such securities, or (ii) without otherwise materially and adversely affecting the Securities Act entire offering, then the amount of all Registrable Securities that Stock to be offered for the Company has been so requested to register by all such Shareholders, accounts of Holders shall be reduced pro rata to the extent requisite necessary to permit reduce the disposition total amount of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by offering to the Institutional Shareholders and each of their Permitted Transfereesrecommended amount; provided, (allocated, that 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 are being offered for the account of any other Persons with such priorities among them as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company shall determineover the amount of securities they intended to offer.

Incidental Registration. (a) If, If the Holding Company at any time after or from time to time shall determine to effect the First Public Offeringregistration, qualification and/or compliance of any of its equity securities (whether in connection with an offering by the Holding Company proposes or others) (otherwise than pursuant to register any Company Securities under the Securities Act (other than a registration on Form S-8 a form inappropriate for an underwritten public offering or S-4relating solely to securities to be issued in a merger, acquisition of the stock or any successor or similar forms, relating to Ordinary Shares issuable upon exercise assets of employee stock options another entity or in connection with any employee benefit or a similar plan transaction), then, in each such case, the Holding Company will: (i) promptly give written notice of the proposed registration, qualification and/or compliance (which shall include a list of the jurisdictions in which the Holding Company intends to register or qualify such securities under the applicable blue sky or other securities laws) to each holder of any Registrable Shares; and (ii) include among the securities which it then registers or qualifies all Registrable Shares specified by any holder thereof in connection with a direct written request or indirect acquisition by requests, made within 30 days after receipt of such written notice from the Holding Company. (b) The obligations of the Holding Company of another Person), whether or not for sale for its own account, it will each such time, under this section 2.2 are subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that following qualifications: (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Holding Company shall pay all Registration Expenses related to any registration, qualification and/or compliance contemplated by this section 2.2; and (ii) if, in connection with each registration of Registrable Securities requested any underwritten offering 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 Registrationsection 2.2, 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 shall impose a limitation on the number or kind of securities which may be included in any such registration for sale by any Person other than the Holding Company thatbecause, in its viewreasonable judgment, such limitation is necessary to effect an orderly public distribution, then the number of Shares that the Holding Company and such Shareholders intend shall be Exhibit 4.3(c) -------------- obligated to include in such registration exceeds the Maximum Offering Sizestatement, the Company will include in only such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much limited portion of the Registrable Shares (which may be none) as is determined in good faith by such managing underwriter, provided that if any -------- securities proposed to be registered for the account of the Company as would 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 Shareholders 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 are being offered for the account of any Person other Persons with than the Holding Company and the holders of the Registrable Shares, the reduction in the number of Registrable Shares included in such priorities among them as registration or qualification shall not represent a greater percentage of the Company shall determineamount of Registrable Shares originally requested to be registered and sold in such registration than the lowest such percentage reduction imposed upon any other Person.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company (other than pursuant to Section 4 or 5 hereof) proposes to register any Company Securities of its Common Stock under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating for sale to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person)public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8 or another form not available for registering the Restricted Stock for sale to the public), it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior at such time to the anticipated filing date all holders of the registration statement relating outstanding Restricted Stock and Existing Stock of its intention to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do so. Upon the written request of any such Shareholder made holder, given within 15 20 days after the receipt of any such notice from by the Company Company, to register any of its Restricted Stock or Existing Stock or both, as the case may be, (which request shall specify state the number intended method of Registrable Securities intended to be disposed of by such Shareholderdisposition thereof), the Company will use its reasonable best efforts to effect cause the Restricted Stock or Existing Stock or both, as the case may be, as to which registration under the Securities Act of all Registrable Securities that the Company has shall have been so requested to register be included in the securities to be covered by the registration statement proposed to be filed by the Company, all such Shareholders, to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock or Existing Stock, as the Registrable Securities case may be, so to be registered, provided provided, however, that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. In the event that any registration pursuant to this Section 6 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 6 to register Restricted Stock or Existing Stock, as the case may be, shall specify that either (i) if such registration involves an underwritten Public OfferingRestricted Stock or Existing Stock, all such Shareholders requesting as the case may be, is to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) underwriting on the same terms and conditions as apply to the Company shares of Common Stock otherwise being sold through underwriters under such registration or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice subject to the final undesignated paragraph of its intention to register any securities pursuant to this Section 5.02(a) 6, such Restricted Stock or Existing Stock, as the case may be, is to be sold in the open market without any underwriting, on terms and prior conditions comparable to the effective date those normally applicable to offerings of the registration statement filed common stock in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01reasonably similar circumstances. 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, 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 Shares that shares of Restricted Stock or Existing Stock or both, as the Company and such Shareholders intend to include in such registration exceeds the Maximum Offering Sizecase may be, 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 would 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 Shareholders and each of their Permitted Transferees, an underwriting may be reduced (allocated, if necessary for the offering not to exceed the Maximum Offering Sizefirst, pro rata among such entities or persons on the basis requesting holders of Existing Stock based upon the relative number of shares of Registrable Securities Existing Stock so requested to be registered and, second, pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock or Existing Stock or both, as the case may be, shall not be reduced if any shares are to be included in such registration), (iii) third, any securities proposed to be registered underwriting for the account of any other Persons person other than the Company or the pro rata portion of the Restricted Stock permitted by the underwriter. Notwithstanding anything to the contrary contained in this Section 6, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock or Existing Stock or both, as the case may be, and a holder of Restricted Stock or Existing Stock, as the case may be, does not elect to sell his Restricted Stock or Existing Stock, as the case may be, to the underwriters of the Company's securities in connection with such priorities among them offering, such holder shall refrain from selling such Restricted Stock or Existing Stock, as the Company case may be, so registered pursuant to this Section 6 during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market, provided, however, that such holder shall, in any event, be entitled to sell its Restricted Stock or Existing Stock, as the case may be, commencing on the 90th day after the effective date of such registration statement or, if later, on such date (but in no event later than the 180th day after such effective date) as contractual "lockup" restrictions imposed by the underwriters shall determineexpire or be released.

Incidental Registration. (a) If, If the Company at any time after or from time to time during the First Public Offering, the Company term of this Warrant proposes to register any Company Securities of its securities under the Securities Act (other than in a registration on Form S-4 or S-8 or S-4, or any successor form to such forms) whether or similar forms, relating not pursuant to Ordinary Shares issuable upon exercise registration rights granted to other holders of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), its securities and whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give Company shall deliver prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, (which notice shall set forth be given at least 15 days prior to such Shareholder’s rights under this Section 5.02 proposed registration) to the Holder of its intention to undertake such registration, describing in reasonable detail the proposed registration and shall offer such Shareholder distribution (including the opportunity to include in such registration statement anticipated range of the proposed offering price, the class and number of Registrable Securities of the same class or series as those securities proposed to be registered and the distribution arrangements) and of the Holders' right to participate in such registration under this Section 19 (a) as each such Shareholder may request (an “Incidental Registration”hereinafter provided. Subject to the other provisions of this Section 19(a), subject to the provisions of Section 5.02(b). Upon upon the written request of any such Shareholder the Holder made within 15 5 days after the receipt of such written notice from the Company (which request shall specify the number amount of Registrable Securities intended securities to be disposed registered and the intended method of by such Shareholderdisposition thereof), the Company will use its reasonable best efforts to shall effect the registration under the Securities Act of all Registrable Securities that Warrant Shares requested by the Company has been Holder to be so requested to register by all such Shareholdersregistered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities Warrant Shares so to be registered, provided that (i) if by inclusion of such registration involves an underwritten Public Offering, all such Shareholders requesting to be included Warrant Shares in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, (the "Incidental Registration Statement") which covers the securities which the Company shall determine for any reason not proposes to register such securities, the Company and shall give written notice use commercially reasonable efforts to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 Shares that the Company and such Shareholders intend to include in cause such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up statement to the Maximum Offering Size: (i) first, so much of the securities proposed to be registered for the account of the Company as would 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 Shareholders 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.become

Incidental Registration. For a period of four (a4) If, at any time years commencing six (6) months after the First Public OfferingClosing Date (as defined in the Exchange Agreement), if the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at each such time the Company of another Person), whether or not for sale for its own account, it will shall promptly give each such time, subject to the provisions of Section 5.02(b), give prompt Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than forty (40) days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than twenty (20) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationCompany's notice, the Company shall determine for any reason not use its best efforts to register cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the Company shall give written notice entire offering, then the amount of Registrable Stock to all such Shareholders and, thereupon, be offered for the accounts of Holders shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration reduced pro rata to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration necessary to reduce the total amount 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, 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 Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by offering to the Institutional Shareholders and each of their Permitted Transfereesrecommended amount; provided, (allocated, that 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 are being offered for the account of any other Persons with such priorities among them as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company shall determineover the amount of securities they intended to offer.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register file on its behalf and/or on behalf of any Company Securities of its other security holders ("Other Holders") a Registration Statement under the Securities Act on any form (other than a registration Registration Statement on Form S-4 or S-8 or S-4, or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or similar forms, relating to Ordinary Shares issuable upon exercise employees of employee stock options or in connection with the Company pursuant to any employee benefit or similar plan plan, respectively) for the general registration of the Company or in connection securities to be sold for cash with a direct or indirect acquisition by the Company of another Person), whether or not for sale for respect to its own accountCommon Stock, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date all holders of the registration statement relating to Registrable Securities of such registration to each Shareholderregistration, which notice shall set forth such Shareholder’s rights under this Section 5.02 and the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer such Shareholder the opportunity to include in such registration statement filing the aggregate number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder holders may request (an “"Incidental Registration”), subject to the provisions of Section 5.02(b"). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from Nothing in this Section 3(g) shall preclude the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect from discontinuing the registration of its securities being effected on its behalf under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (ithis Section 3(g) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with relating thereto. Each holder of any such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected desiring to have Registrable Securities registered under this Section 5.02 3(g) shall relieve advise the Company in writing within twenty (20) days after the date of its obligations to effect a Demand Registration to receipt of such offer from the extent required by Section 5.01Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall pay all Registration Expenses thereupon include in connection with each registration such filing the number of Registrable Securities requested pursuant for which registration is so requested, subject to this Section 5.02. (b) the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 of a proposed public offering shall advise the Company in writing that, in its viewgood faith opinion, the number distribution of Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company exceeds the number which can be sold in such offering without being likely to have a significant adverse effect upon the price, timing or distribution of the offering, then the Company shall include in such registration, first, the securities which the Company proposes to sell solely for the account of the Company; and second, all Registrable Securities and securities held by Other Holders that are requested to be included in such registration by that can be sold without having the Institutional Shareholders and each of their Permitted Transferees, (allocated, if necessary for the offering not adverse effect referred to exceed the Maximum Offering Sizeabove, pro rata among such entities or persons on the basis of the relative number of shares of Registrable Securities so such securities requested to be included in such registration), (iii) third. To the extent required by the managing underwriter, any securities proposed the holders of Registrable Securities requested to be registered for shall reduce the account number of any other Persons with Registrable Securities each requested to be registered, pro rata, in the proportion that the number of Registrable Securities requested by each such priorities among them holder to be registered bears to the aggregate number of Registrable Securities requested to be registered by all holders (it being agreed and understood, however, that such underwriter shall have the right to eliminate entirely the participation in such registration of the Registrable Securities). Except as otherwise provided in this agreement, all Registration Expenses of an Incidental Registration shall be borne by the Company shall determineCompany.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register any Company Securities of its securities under the Securities Act (other than a registration effected on either Form S-8 S-4 or S-4, or any successor or similar forms, relating Form S-8) for the purpose of selling such securities to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), public whether or not for sale for its own accountaccount or for the account of any of its security holders or both, it will the Company shall each such time, subject time give written notice to the provisions Holders of Section 5.02(b), give prompt its intention so to do. Upon the written request by Holders given within 15 days after such notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, (which notice request shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement state the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholderof), the Company will use its reasonable best efforts to effect the cause promptly all Registrable Securities of which registration is requested to be registered or qualified under the Securities Act of all Registrable Securities that the Company has been or any other applicable federal or state law or regulation so requested to register by all such Shareholders, to the extent requisite as to permit the sale or other disposition of thereof in accordance with the Registrable Securities so Holders' written request. The Company will keep effective and maintain any registration or qualification specified in this Section 2 for such period (not exceeding 120 days) as may be reasonably necessary to effect such sale or disposition in accordance with the Holders' written request. If the registration is to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed effected in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 Shares that the Company and such Shareholders 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:offering, (i) first, so much of the securities proposed Holders participating in such registration shall be required to be registered for sell through the account of the Company as would not cause the offering to exceed the Maximum Offering Size,underwriter; (ii) second, all Registrable Securities requested to be included the Holders participating in such registration (together with the Company) shall enter into an underwriting agreement with the managing underwriter in the form customarily used by such underwriter; and (iii) if the Institutional Shareholders and each of their Permitted Transferees, (allocated, if necessary for managing underwriter thereof determines that the offering not to exceed the Maximum Offering Size, pro rata among such entities or persons on the basis of the relative total number of shares of Registrable the Common Stock to be sold in such offering should be limited due to market conditions or otherwise, the reduction in the total number of shares offered shall be made by first excluding any shares of selling stockholders who are not holders of contractual rights to have such shares registered under the Securities so Act, and then, if necessary, by excluding pro rata (based on the number of securities requested to be included in such registration), (iii) third, any securities proposed the shares to be registered for sold by the account Holders and other securityholders of any other Persons with such priorities among them as the Company shall determinewith similar rights, before any reduction is made in the total number of shares to be sold pursuant thereto by the Company.

Incidental Registration. (a) If, at any time after the First Public Offering, If the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Securities and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at each such time the Company of another Person), whether or not for sale for its own account, it will shall promptly give each such time, subject to the provisions of Section 5.02(b), give prompt Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than forty (40) days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Securities included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than twenty (20) days after the receipt date of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)Company's notice, the Company will shall use its reasonable best efforts to effect the registration cause to be registered under the Securities 1933 Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities that each such Holder has so requested to be registered. If, provided that in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Securities, will exceed the maximum amount of the Company's securities which can be marketed (i) if at a price reasonably related to the then current market value of such registration involves an underwritten Public Offeringsecurities, all such Shareholders requesting or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided that if securities are being offered for the account of other Persons as well as the Company’s registration must sell their Registrable Securities , such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the underwriters selected as provided in Section 5.04(f) fraction of similar reductions imposed on the same terms and conditions as apply to such other Persons other than the Company or over the Requesting Shareholder, as applicable, amount of securities they intended to offer. The Company shall be obligated to effect and (ii) if, at any time after giving written notice of its intention to register any securities pay for an unlimited number registrations pursuant to this Section 5.02(a) and prior to the effective date of the 5; provided, that a registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. 5 shall not be deemed to have been effected for purposes of this sentence, unless (bi) If it has been declared effective by the Commission, (ii) if it is a shelf registration, it has remained effective for the period set forth in Section 3(a), and (iii) the Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the Commission (other than any such action prompted by any act or omission of the Holders).Prior to effectiveness the Company may withdraw or elect not to file any registration statement subject to this paragraph 5. Once a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect 5 has been effected as 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 viewa Holder, the number Company's obligations under this Section 5 as to such Holder shall terminate. The provisions of Shares that the Company and such Shareholders intend paragraph 4 shall apply to include in such any registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up statement filed pursuant to the Maximum Offering Size: (i) first, so much of the securities proposed to be registered for the account of the Company as would 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 Shareholders 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 determinethis paragraph 5.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company proposes to register any Company of its Equity Securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person)Act, whether or not for sale for its own accountaccount or otherwise, on a form and in a manner which would permit registration of Common Stock for sale to the public under the Securities Act, it will each at such time, subject to the provisions of Section 5.02(b), time give prompt written notice prior to all Holders of its intention to do so, describing such Equity Securities and specifying the anticipated filing date of form and manner and the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include other relevant facts involved in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”)registration, subject to the provisions of Section 5.02(b). Upon and upon the written request of any such Shareholder made Holders delivered to the Company within 15 thirty (30) days after the receipt giving of any such notice from the Company (which request shall specify the number of Registrable Securities Common Stock intended to be disposed of by such ShareholderHolders and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that Common Stock which the Company has been so requested to register by all such ShareholdersHolders, to the extent requisite required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities Common Stock so to be registered; provided, provided that however, that: (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving such written notice of its intention to register any securities pursuant to this Section 5.02(a) of its Equity 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 securitiesEquity Securities, at its sole election, the Company shall may give written notice of such determination to all such Shareholders and, thereupon, each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities Common Stock in connection with such registration. No registration effected under this Section 5.02 shall relieve (but not from its obligation to pay the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration therewith as provided in paragraph (c) 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, 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 Shares that the Company and such Shareholders 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 would 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 Shareholders 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.this

Incidental Registration. (a) If, at any Each time after the First Public Offering, the Company proposes shall determine to register any Company Securities proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders (other than a registration statements on Form S-8 or S-4forms that do not permit the inclusion of shares by the Company's security holders), or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior of its determination to all record holders of Purchased Stock not theretofore registered under the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 Securities Act and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)sold. Upon the written request of a record holder of any such Shareholder made shares of Purchased Stock given within 15 30 days after the receipt date of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)Company, the Company will use its reasonable best efforts to effect will, except as herein provided, cause all such shares of Purchased Stock, the registration under the Securities Act record holders of all Registrable Securities that the Company has been which have so requested registration thereof, to register by be included in such registration statement, all such Shareholders, to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities so Purchased 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 it; provided further, however, that (i) 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 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 $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. Notwithstanding the foregoing, the Company shall not be in default of its obligation to include the Purchased Stock in a registration if such registration involves an is being made at the request of the holders of Series B Preferred Stock, Series B Conversion Stock, the 1998 Warrants and the 1998 Warrant Stock pursuant to the 1998 Agreement, Series C Preferred Stock and the Series C Conversion Stock pursuant to the 2000 Agreement and the Purchased Stock is excluded from such registration pursuant to the terms of the 1998 Agreement or the 2000 Agreement. If any registration pursuant to this Section 10.2 shall be underwritten Public Offeringin whole or in part, all such Shareholders requesting the Company may require that the Purchased Stock requested for inclusion pursuant to this Section 10.2 be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) underwriting on the same terms and conditions as apply the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Purchased Stock originally covered by a request for registration and all other Securities originally covered by a request for registration pursuant to the 1998 Agreement or the 2000 Agreement would reduce the number of shares to be offered by the Company or interfere with the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date successful marketing of the registration statement filed in connection with such registration, shares of stock offered by the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 viewCompany, the number of Shares that the Company shares of Purchased Stock and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable other Securities requested otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the holders thereof requesting such registration registration. Those shares of Purchased Stock which are thus excluded from the underwritten public offering shall be withheld from the market by the Institutional Shareholders and each of their Permitted Transfereesholders thereof for a period, (allocated, if necessary for the offering not to exceed 90 days, which the Maximum Offering Size, pro rata among such entities or persons on managing underwriter reasonably determines is necessary in order to effect the basis underwritten public offering. L. Subparagraph (g) of Section 11.1 of the relative number of shares of Registrable Securities so requested to be included 1998 Agreement is hereby amended in such registration), (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them its entirety as the Company shall determine.follows:

Incidental Registration. (a) If, at any time Commencing immediately after the First Public Offeringdate of Closing (as defined in the Investor Agreement), if the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at each such time the Company of another Person), whether or not for sale for its own account, it will shall promptly give each such time, subject to the provisions of Section 5.02(b), give prompt Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than twenty (20) days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than twenty (20) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationCompany's notice, the Company shall determine for any reason not use commercially reasonable efforts to register cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the Company shall give written notice entire offering, then the amount of Registrable Stock to all such Shareholders and, thereupon, be offered for the accounts of Holders shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration reduced pro rata to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration necessary to reduce the total amount 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, 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 Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by offering to the Institutional Shareholders and each of their Permitted Transfereesrecommended amount; provided, (allocated, that 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 are being offered for the account of any other Persons with such priorities among them as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons other than the Company shall determineover the amount of securities they intended to offer.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company (other than pursuant to Section 4 or Section 5 hereof) proposes to register any Company Securities of its Common Stock under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating for sale to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person)public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8 or another form not available for registering the Restricted Stock or Founders Stock for sale to the public), it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior at such time to the anticipated filing date all holders of the registration statement relating outstanding Restricted Stock and Founders Stock of its intention to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do so. Upon the written request of any such Shareholder made holder, given within 15 20 days after the receipt of any such notice from by the Company Company, to register any of its Restricted Stock or Founders Stock, as the case may be (which request shall specify state the number intended method of Registrable Securities intended to be disposed of by such Shareholderdisposition thereof), the Company will use its reasonable best efforts to effect cause the Restricted Stock or Founders Stock or both, as the case may be, as to which registration under the Securities Act of all Registrable Securities that the Company has shall have been so requested to register be included in the securities to be covered by the registration statement proposed to be filed by the Company, all such Shareholders, to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock or Founders Stock, as the Registrable Securities case may be, so registered. In the event that any registration pursuant to be registeredthis Section 6 shall be, provided in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 6 to register Restricted Stock or Founders Stock, as the case may be, shall specify that either (i) if such registration involves an underwritten Public OfferingRestricted Stock or Founders Stock, all such Shareholders requesting as the case may be, is to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) underwriting on the same terms and conditions as apply to the Company shares of Common Stock otherwise being sold through underwriters under such registration or the Requesting Shareholder, as applicable, and (ii) ifsuch Restricted Stock or Founders Stock, at as the case may be, is to be sold in the open market without any time after giving written notice underwriting, on terms and conditions comparable to those normally applicable to offerings of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed common stock in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01reasonably similar circumstances. The Company shall pay all Registration Expenses in connection with each registration number of Registrable Securities requested pursuant shares of Restricted Stock or Founders Stock or both, as the case may be, 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, in which case the provisions with respect to priority of inclusion be included in such offering set forth in Section 5.01(e) shall apply) an underwriting (and the managing underwriter advises the Company that, in its view, the number of Warrant Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities which have requested to be included in such registration by offering in accordance with the Institutional Shareholders and each of their Permitted Transferees, Warrant Agreement) may be reduced (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities or persons on the basis requesting holders of Founders Stock, Restricted Stock and Warrant Shares (if any) based upon the relative number of shares of Registrable Securities Founders Stock and Restricted Stock and the number of Warrant Shares so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock or Founders Stock or both, as the case may be, shall not be reduced (nor shall such number of Warrant Shares be reduced) if any shares are to be included in such registration), (iii) third, any securities proposed to be registered underwriting for the account of any person other Persons than the Company or other than a holder of Restricted Stock or Founders Stock (or Warrant Shares), as the case may be. Notwithstanding anything to the contrary contained in this Section 6, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock or Founders Stock or both, as the case may be, and a holder of Restricted Stock or Founders Stock does not elect to sell his Restricted Stock or Founders Stock, as the case may be, to the underwriters of the Company’s securities in connection with such priorities among them offering, such holder shall refrain from selling such Restricted Stock or Founders Stock, as the Company shall determinecase may be, so registered pursuant to this Section 6 during the period of distribution of the Company’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its Restricted Stock or Founders Stock, as the case may be, commencing on the 90th day after the effective date of such registration statement.

Incidental Registration. (a) If, If at any time after the First Public Offering, the Company proposes to register any Company Securities securities under the Securities Act (other for sale to public, the Company shall, not less than 30 nor more than 90 days prior to the proposed date of filing a registration on Form S-8 or S-4statement under the Securities Act, or any successor or similar forms, relating give written notice to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan all holders of the Company Warrants and Conversion Shares of its intention to do so. Upon written request of any holder of the Warrants or in connection with a direct or indirect acquisition Conversion Shares given within 20 days after transmittal by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)notice, the Company will use its reasonable best efforts to effect the registration cause Conversion Shares requested to be registered to be so registered under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such ShareholdersAct, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided except that (i) if such registration involves an underwritten Public Offeringoffering, all such Shareholders holders of Conversion Shares requesting to be included in the Company’s 's registration must sell their Registrable Securities Conversion Shares to the underwriters selected as provided in Section 5.04(f) by the Company on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) 2.2 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, holders of Conversion Shares and thereupon shall be relieved of its obligation to register any Registrable Securities Conversion Shares in connection with such registrationregistration (without prejudice, however, to rights of holders under Section 2.1). No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested A request 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, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01(e) 2.2 shall apply) and the managing underwriter advises the Company that, in its view, state the number of Conversion Shares that the Company and such Shareholders 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 requested to be registered for and the account intended method of disposition thereof. The rights granted in this Section 2.2 shall apply in each case where the Company as would not cause the offering proposes to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in register securities regardless of whether such registration by the Institutional Shareholders 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 determinerights may have been exercised previously.

Incidental Registration. (a) IfSubject to Section 4.06, if at any time after the First Public Offering, the Company proposes to register any Company Securities determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, the Company of another Person), whether or not for sale for its own account, it will shall each such time, subject to the provisions of Section 5.02(b), time promptly give prompt each Stockholder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 60 days from the anticipated filing date of the registration statement relating such notice, and advising each Stockholder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Stockholder received by the Company no later than 30 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationCompany's 383917.1 notice, the Company shall determine for any reason not use its best efforts to register cause to be registered under the 1933 Act all of the Registrable Stock that each such Stockholder 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 the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the Company shall give written notice be entitled to all such Shareholders and, thereupon, shall be relieved reduce the number of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration shares of Registrable Securities requested pursuant Stock to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an not less than one-third of the total number of shares in such offering except in the case of the initial firm commitment underwritten Public Offering (other than any Demand Registrationpublic offering of the Company, 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, may reduce the number of Shares that the Company and such Shareholders 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 shares of the securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested Stock to be included in such registration by offering to zero. Such reduction shall be allocated among all such Stockholders in proportion (as nearly as practicable) to the Institutional Shareholders 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 amount of Registrable Securities so requested to be included in such registration), (iii) third, any securities proposed to be registered for Stock owned by each Stockholder at the account time of any other Persons with such priorities among them as filing the Company shall determineregistration statement.

Incidental Registration. (a) If, at any time after the First Public Offering, the Company proposes to register any Company Securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating to Ordinary Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice at least 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s 's rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”"INCIDENTAL REGISTRATION"), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its all reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s 's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 Shares that the Company and such Shareholders 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 would 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 Shareholders and GA-TEK 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, at any Each time after the First Public Offering, the Company proposes shall determine to register any Company Securities proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders (other than a registration statement on Form S-8 or S-4a form that does not permit the inclusion of shares by its security holders), or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice of its determination to all record holders of Purchased Stock not theretofore registered under the Securities Act and sold no later than 30 days prior to the anticipated filing date of the a registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder with the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)Commission. Upon the written request of a record holder of any shares of Purchased Stock given within 30 days after receipt of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)Company, the Company will use its reasonable best efforts to effect will, except as herein provided, cause all such shares of Purchased Stock, the registration under the Securities Act record holders of all Registrable Securities that the Company has been which have so requested registration thereof, to register by be included in such registration statement, all such Shareholders, to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities so Purchased Stock to be so registered; provided, provided however, that (i) if such nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration involves an pursuant to this Section 9.2 shall be underwritten Public Offeringin whole or in part, all such Shareholders requesting the Company may require that the Purchased Stock requested for inclusion pursuant to this Section 9.2 be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) underwriting on the same terms and conditions as apply the securities otherwise being sold through the underwriters. If in the reasonable judgment of the managing underwriter of such public offering the inclusion of all of the Purchased Stock originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date successful marketing of the registration statement filed in connection with such registration, shares of stock offered by the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an underwritten Public Offering (other than any Demand 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 viewCompany, the number of Shares that shares of Purchased Stock otherwise to be included in the Company and such Shareholders intend to include in such registration exceeds underwritten public offering may be reduced pro rata (by number of shares) among the Maximum Offering Size, the Company will include in holders thereof requesting such registration, in provided, however, that after any such required reduction, 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested Purchased Stock to be included in such registration by the Institutional Shareholders 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 shall constitute at least 25% of the relative total number of shares of Registrable Securities so requested to be included in such registration), (iii) third, any securities proposed offering. The rights granted by this Section 9.2 may be transferred to be registered for the account and are exercisable by subsequent transferees of any other Persons shares of Purchased Stock, except with such priorities among them as respect to shares of Purchased Stock that have been registered under the Company shall determineSecurities Act and sold.

Incidental Registration. Commencing twelve (a12) If, at any time months after the First Public Offering's termination date (as described in the Unit Offering Letter), if the Company proposes to register any Company Securities determines that it will file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, at each such time the Company of another Person), whether or not for sale for its own account, it will shall promptly give each such time, subject to the provisions of Section 5.02(b), give prompt Holder written notice prior of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by the Company no later than twenty (20) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registrationCompany's notice, the Company shall determine for any reason not use its best efforts to register cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the Company shall give written notice entire offering, then the amount of Registrable Stock to all such Shareholders and, thereupon, be offered for the accounts of Holders shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration reduced pro rata to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration necessary to reduce the total amount 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, 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 Shares that the Company and such Shareholders 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 would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by offering to the Institutional Shareholders 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 determinerecommended amount.

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company (other than pursuant to Section 3 or Section 5) proposes to register any Company Securities of its securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor or similar forms, relating for sale to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person)public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms S-4, X-0 xx another form not available for registering the Registerable Stock for sale to the public), each such time it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date all holders of the registration statement relating outstanding Registerable Stock of its intention to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)do so. Upon the written request of any such Shareholder made holder, received by the Company within 15 days after the receipt giving of any such notice from by the Company to register any of its Registerable Stock (which request shall specify state the number intended method of Registrable Securities intended to be disposed of by such Shareholderdisposition thereof), the Company will use its reasonable best efforts cause the Registerable Stock as to effect the which registration under the Securities Act of all Registrable Securities that the Company has shall have been so requested to register be included in the securities to be covered by the registration statement proposed to be filed by the Company, all such Shareholders, to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of the Registrable Securities such Registerable Stock so registered. The Company shall be obligated to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention each Investor to register any securities Registerable Stock of that Investor pursuant to this Section 5.02(a) and prior 4 on one occasion only; provided, however, that such obligation shall be deemed satisfied as to the effective date of the any Investor only when a registration statement filed covering all shares of Registerable Stock specified in connection notices from that Investor received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become and shall have remained effective as provided in this Agreement and, if such registrationmethod of disposition is a firm commitment underwritten public offering, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shares shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested have been sold pursuant to this Section 5.02thereto. (b) If a In the event that any registration pursuant to this Section 5.02 involves 4 shall be, in whole or in part, an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority public offering of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in its viewCommon Stock, the number of Shares that the Company and such Shareholders 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 shares of the securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested Registerable Stock to be included in such registration by the Institutional Shareholders and each of their Permitted Transferees, an underwriting may be reduced (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities or persons on the basis of requesting holders based upon the relative number of shares of Registrable Securities so requested Registerable Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein (including the price at which such securities can be sold), provided, however, that such number of shares of Registerable Stock shall not be reduced if any shares are to be included in such registration), (iii) third, any securities proposed to be registered underwriting for the account of any person other Persons with such priorities among them as than the Company shall determine.or requesting holders of Registerable Stock; and provided, further, that in no event may less than twenty-five (25%) percent of the total number of shares of Common Stock to be

Incidental Registration. (a) If, If the Company at any time after the First Public Offering, the Company (other than pursuant to Section 5.1 or 5.3) proposes to register any Company Securities of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than a except with respect to registration statements on Form S-4 or S-8 or S-4, or any successor or similar forms, relating another form not available for registering the Restricted Securities for sale to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company public or in connection with a direct or indirect acquisition by the Company of another PersonRule 145 transaction), whether or not for sale for its own account, each such time it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date all holders of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Restricted Securities of its intention so to do (which request shall state the same class or series as those proposed to be registered as each intended method of disposition of such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(bsecurities). Upon the written request of any such Shareholder made holder, received by the Company within 15 thirty (30) days after the receipt giving of any such notice from by the Company (which request shall specify the number in accordance with Section 8.6 hereof, to register any of Registrable Securities intended to be disposed its shares of by such Shareholder)Restricted Securities, the Company will use its reasonable best efforts to effect cause the Restricted Securities as to which registration under the Securities Act of all Registrable Securities that the Company has shall have been so requested to register be included in the securities to be covered by the registration statement proposed to be filed by the Company, all such Shareholders, to the extent requisite to permit the sale or other disposition by the holder of the Registrable such Restricted Securities so to be registered, provided . In the event that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves 5.2 shall be, in whole or in part, an underwritten Public Offering (other than any Demand Registrationpublic offering of Common Stock, 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 determines in good faith that marketing factors require a limitation of the Company that, in its viewnumber of shares to be underwritten, the number of Shares shares that may be included in the underwriting shall be allocated first, to the Company if the registration is for the Company’s account or to the security holders for whose account the registration is made, and for the account of both, the Company and such Shareholders intend security holders, on a pro rata basis; second, to include the holders of Restricted Securities requesting to register shares 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 would not cause the underwritten public offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by the Institutional Shareholders and each of their Permitted Transferees, (allocated, if necessary for the offering not to exceed the Maximum Offering Size, on a pro rata among such entities or persons basis based on the basis of the relative total number of shares of Registrable Restricted Securities so requested held by such holders requesting to be included register shares in such registration), (iii) third, any securities proposed underwritten public offering provided that the ABS Ventures Stockholders and the W Capital Stockholders shall be entitled to participate in such registration pursuant to this clause only if all other holders of Restricted Securities are allowed to register the entire amount of shares of Restricted Securities sought to be registered for by such holders; and third, to any stockholder of the account Company (other than a holder of any other Persons with such priorities among them as Restricted Securities) on a pro rata basis. Notwithstanding the foregoing provisions, the Company shall determinehave the right to postpone or withdraw any registration statement referred to in this Section 5.2 without thereby incurring any liability to the holders of Restricted Securities.

Incidental Registration. (a) IfSubject to Section 8, if at any time after the First Public Offering, the Company proposes to register any Company Securities Parent determines that it shall file a registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or filed in connection with an exchange offer or an offering of securities solely to Parent’s existing stockholders) on any employee benefit or similar plan form that would also permit the registration of the Company or in connection with a direct or indirect acquisition by Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the Company general registration of another Person)its common stock to be sold for cash, whether or not for sale for its own account, it will Parent shall each such time, subject to the provisions of Section 5.02(b), time promptly give prompt each Holder written notice prior of such determination setting forth the date on which Parent proposes to file such registration statement, which date shall be no earlier than sixty (60) days from the anticipated filing date of the registration statement relating such notice, and advising each Holder of its right to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include have Registrable Stock included in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b)registration. Upon the written request of any such Shareholder made within 15 Holder received by Parent no later than thirty (30) days after the receipt date of notice from the Company (which request Parent’s notice, Parent shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration cause to be registered under the Securities 1933 Act all of all the Registrable Securities Stock that the Company each such Holder has been so requested to register by all such Shareholdersbe registered. If, to in the extent requisite to permit the disposition written opinion of the Registrable Securities so managing underwriter (or, in the case of a non-underwritten offering, in the written opinion of Parent), the total amount of such securities to be so registered, provided including such Registrable Stock, will exceed the maximum amount of Parent’s securities that can be marketed (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities at a price reasonably related to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company then current market value of such securities, or the Requesting Shareholder, as applicable, and (ii) ifwithout otherwise materially and adversely affecting the entire offering, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, then Parent shall be relieved of its obligation entitled to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve reduce 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, 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 Shares that the Company and such Shareholders 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 would 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 Shareholders 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 Stock to that number of shares of Registrable Stock such that, the maximum amount is not longer exceeded. Such reduction shall be included allocated among all such Holders in such registration), proportion (iiias nearly as practicable) third, any securities proposed to be registered for the account amount of any other Persons with such priorities among them as Registrable Stock owed by each Holder at the Company shall determinetime of filing the registration statement.

Incidental Registration. (a) If, The rights of holders of Warrants or Warrant Stock under this Section 9.4 shall expire on the Expiration Date. If the Company at any time after the First Public Offering, the Company proposes to register file on its behalf or on behalf of any Company Securities of its security holders ("the demanding security holders") a Registration Statement under the Securities Act on any form (other than a registration Registration Statement required under section 9.3 or a Registration Statement on Form S-4 or S-8 or S-4, or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or similar forms, relating to Ordinary Shares issuable upon exercise employees of employee stock options or in connection with the Company pursuant to any employee benefit plan or similar plan to existing holders of the Company Company's debt or equity securities in connection any exchange or rights offering) for the general registration of securities to be sold for cash with a direct respect to its Common Stock or indirect acquisition by any other class of equity security (as defined in Section 3(a)(11) of the Company Exchange Act) of another Person), whether or not for sale for its own accountthe Company, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice prior to all holders of Warrants or Warrant Stock at least 30 days before the anticipated initial filing date with the Commission of the registration statement relating to such registration to each ShareholderRegistration Statement, which notice shall set forth such Shareholder’s rights under this Section 5.02 and the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer such Shareholder the opportunity to include in such registration statement filing the aggregate number of shares of Warrant Stock, and the number of Registrable Securities shares of Common Stock for which this Warrant is exercisable, as such holders may request. Nothing herein shall preclude the Company from discontinuing the registration of its securities being effected on its behalf or on behalf of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, demanding security holders at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02relating thereto. (b) If a registration pursuant Each holder of any such Warrants or any such Warrant Stock desiring to have Warrant Stock registered under this Section 5.02 involves an underwritten Public Offering (other than any Demand Registration9.4 shall advise the Company in writing within 30 days after the date of receipt of such offer from the Company, in setting forth the amount of such Warrant Stock for which case the provisions with respect to priority of inclusion registration is requested. The Company shall thereupon include in such offering set forth in Section 5.01(e) filing the number of shares of Warrant Stock for which registration is so requested and shall apply) and use its best efforts to effect registration under the Securities Act of such shares; provided, however, that if the managing underwriter advises of a proposed public offering shall advise the Company in writing that, in its viewopinion, the number of Shares that the Company and such Shareholders 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 distribution of the securities proposed to be registered for shares of Common Stock into which the account of Warrants are exercisable and the Company as would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities Warrant Stock requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all demanding security holders (other than any selling security holder who requested such registration and the Company (unless such Registration Statement was filed at the request of a demanding security holder)) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 9.6 hereof, all expenses of such registration shall be borne by the Institutional Shareholders 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 determineCompany.

Incidental Registration. (a) If, at any time after the First a Qualified Public Offering, the Company proposes at any time or from time to register time shall determine to effect the registration, qualification and/or compliance of any Company Securities under the Securities Act of its equity securities (other otherwise than pursuant to a registration on Form S-8 a form inappropriate for an underwritten public offering or S-4relating solely to securities to be issued in a merger, acquisition of the stock or assets of another entity or in a similar transaction or relating solely to securities issued or to be issued under any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options option or purchase plan), then, in connection with any employee benefit each such case, the Company shall: i) promptly give written notice of the proposed registration, qualification and/or compliance (which shall include a list of the jurisdictions in which the Company intends to register or similar plan qualify such securities under the applicable blue sky or other securities laws) to the Shareholder; and ii) use all commercially reasonable efforts to include among the securities which it then registers or qualifies all Registrable Shares specified by the Shareholder in a written request or requests, made within 30 days after receipt of such written notice from the Company. b) The obligations of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time, under this Section 7.1 are subject to the provisions of Section 5.02(b), give prompt written notice prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an “Incidental Registration”), following qualifications: i) subject to the provisions of Section 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder)7.7, the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities related to any registration, qualification and/or compliance requested pursuant to this Section 5.02.7.1 and the Shareholder shall pay his Selling Expenses pro rata on the basis of the Registrable Shares so registered and sold; and (bii) If a in the event that any registration pursuant to this Section 5.02 involves 7.1 shall be, in whole or in part, an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority public offering of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in its viewCommon Stock, the number of Registrable Shares to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that the inclusion of some or all of the Registrable Shares would adversely affect the marketing of the securities to be sold by the Company and therein; provided, that any such Shareholders intend to include limitation shall be imposed in such registration exceeds manner so as to avoid any diminution in the Maximum Offering Size, number of shares the Company will include in such registration, in the following priority, up to the Maximum Offering Size: may register for sale by (i) first, so much of giving first priority for the securities proposed shares to be registered for issuance and sale by the account Company and, pursuant to Section 5.2 of the Company as would not cause Investors' Agreement, the offering to exceed the Maximum Offering Size, Trivest Investors and any demanding shareholder, (ii) secondgiving second priority pari passu for the shares requested to be registered pursuant to Section 5.1 of the Investors' Agreement, all Registrable Securities pursuant to this Agreement and pursuant to that certain Subscription and Shareholders Agreement dated as of the date hereof among the Company, the Lead Trivest Investor and Xxxxxxx Xxxxxxxx and for other securities with pari passu registration rights requested to be registered (pro rata among the requesting holders of the securities covered by this clause (ii) based upon the number of securities owned by such holders), and (iii) giving third priority for the other securities requested to be included in such registration not covered by the Institutional Shareholders and each of their Permitted Transferees, clauses (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities i) or persons on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration), (iiiii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determineabove.