Common use of Incidental Registration Clause in Contracts

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it will give written notice to all Right Holders of its intention so to do. Upon the written request of any such Right Holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable Shares, the Company will use its best efforts to cause the Registrable Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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 Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effect.

Incidental Registration. If the Company Xxxx, at any time (other than pursuant to Section 4 or Section 6) proposes to (a) register any of its newly issued securities under for primary sale in an underwritten offering, or (b) register for resale outstanding securities of Puyi previously issued to a third party in a private placement in such aggregate number that at the Securities Act for sale to the publictime of such issuance equals or exceeds thirty percent (30%) of Xxxx’s then total issued and outstanding shares, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it will shall give written notice to all Right Holders each of its intention so to dothe Fanhua Parties of such intention. Upon the written request of any such Right Holdera Fanhua Party, received by the Company given within 30 twenty (20) days after the giving receipt of any such notice by the Companynotice, to register any Puyi shall include in such registration all of its Registrable Shares, the Company will use its best efforts to cause the Registrable Shares indicated in such request, so as to which permit the disposition of the Registrable Shares so registered, at the expense of Xxxx, provided that all underwriting commissions shall be paid by the parties selling shares with respect to their shares sold. Notwithstanding any other provision of this Section 5.3, if the registration shall have been so requested is underwritten and the managing underwriter advises Puyi that marketing factors require a limitation of the number of shares to be underwritten, then the number of Puyi Exchange Shares that may be included in such registration shall be reduced as required by the underwriters, and the securities to be covered by the registered in such registration statement shall be allocated as follows: first, securities proposed to be filed sold by Puyi or resold by such third party, as applicable, shall be registered; and second, the Registrable Shares requested to be registered by the CompanyFanhua Parties shall be registered, all to the extent requisite to permit the sale or other disposition by the holder of (such Registrable Shares 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 Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of divided among the Company other than Right HoldersFanhua Parties, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders on a pro rata to basis, based on the respective total number of Registrable Shares required by the Right Holders requested to be included in registered). Puyi may postpone or withdraw the registration) if and to filing or the extent that the managing underwriter shall be effectiveness of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, an incidental registration at any time in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectsole discretion.

Incidental Registration. If (i) At any time after the 180th day following the consummation of the Initial Public Offering that the Company at any time (other than pursuant determines to Section 4 or Section 6) proposes to register any proceed with the preparation and filing of its securities a registration statement under the Securities Act for sale to in connection with a proposed Public Offering, the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it Company will give written notice of such determination to all Right Holders of its intention so to dothe Employee Stockholders. Upon the written request of any such Right Holder, received by the Company Employee Stockholder given within 30 days 10 Business Days after the giving receipt of any such notice by from the Company, to register any of its Registrable Shares, the Company will use its best efforts to will, except as herein provided, cause the all Registrable Shares as to held by such Employee Stockholder which registration shall have been so requested to be included in the securities registration to be covered by included in such registration statement; provided, however, that nothing herein shall prevent the registration statement proposed to be filed by the CompanyCompany from, all to the extent requisite to permit the sale at any time, abandoning or other disposition by the holder of such Registrable Shares so registered. In the event that delaying any registration registration. (ii) If any Public Offering pursuant to this Section 5 11(a) shall bebe underwritten on a firm commitment basis, in whole or in part, the Company may require that the Common Stock requested for inclusion pursuant to this Section 11(a) be included in such Public Offering on the same terms and conditions as the securities otherwise being sold through the underwriters. If, upon the written advice of the managing underwriter of such Public Offering, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Shares) exceeds the maximum number of securities which can be sold in such offering without having an underwritten public adverse effect on the offering of securities (including the price at which such securities could be offered), the Company will include in such registration such maximum number of shares of Common StockStock as follows: (A) if such registration has been initiated by one or more Stockholders holding demand registration rights pursuant to the Investors Stockholders Agreement or any similar agreements, then (i) first, the number of Registrable Shares requested to be registered by such initiating Stockholder(s), pro rata in accordance with the number of shares so requested to be registered; (ii) second, the number of Registrable Shares requested to be registered by Employee Stockholders, and any other holders of Common Stock having equivalent rights under similar agreements, pro rata in accordance with the number of shares so requested to be registered; and (iii) third, the number of shares of Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 sold by the Company thereinfor its own account; or (B) if such registration has been initiated by the Company, providedthen (i) first, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock proposed to be sold by the Company for its own account; and (ii) second, the number of Registrable Shares requested to be included in such underwriting be made available for Registrable Shares unless registration by the managing underwriter shall Employee Stockholders and any other holders of Common Stock having equivalent rights under similar agreements, pro rata in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify accordance with the number of Registrable Shares which, in its opinion, can shares requested to be included in the registration registered by such Employee Stockholders and underwriting without such an effectother Persons.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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 StockShares, the number of shares of Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch 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, providedPROVIDED, howeverHOWEVER, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and PROVIDED, FURTHER, HOWEVER, that in no event may less than twenty percent (20%) one-third of the total number of shares of Common Stock Shares to be included in such underwriting be made available for Registrable Shares unless shares of Restricted Stock. Notwithstanding the managing underwriter shall foregoing provisions, the Company may withdraw any registration statement referred to in good faith advise this Section 5 without thereby incurring any liability to the Right Holders proposing to distribute their securities through such underwriting that such level holders of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectRestricted Stock.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for offer and sale of restricted shares to the public), each such time it the Company will give written notice to all Right Holders of Registrable Shares of its intention so to do. Upon the written request of any such Right Holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its such Holder’s Registrable Shares, the Company will use its best efforts efforts, subject to Section 5(b), to cause all the Registrable Shares as to which registration shall have been so requested to be included in among the securities to be covered by the registration statement Registration Statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder Holder of such Registrable Shares so registered. . (b) In the event that any registration pursuant to this Section 5 shall be, in whole or in part, involve an underwritten public offering of Common Stock, Stock and the number of shares proposed to be included therein exceeds the Maximum Number of Common Stock to Shares, then the following “cutback” rules shall apply: (i) If the registration was originated by the Company for a primary offering, then there will be included in such an underwriting may be reduced registration: (first by eliminating any shares held by stockholders x) first, all of the Company other than Right Holders, then by eliminating any shares which of Common Stock that the Company may wish proposes to register issue for its own account, ; and thereafter(y) second, to the extent necessarythat any additional shares of Common Stock may be included in such registration without the amount of registered securities thereunder exceeding the Maximum Number of Shares, by eliminating the shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders proposed to be included by all Holders, if any, which shares shall be allocated, if the aggregate number of shares proposed to be included by clause (x) and this clause (y) exceeds the Maximum Number of Shares, pro rata among such Persons on the basis of the number of shares such Persons had originally requested to include in the such registration; and (z) if and third, 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 in no event may less than twenty percent (20%) of the total number of any additional shares of Common Stock to may be included in such underwriting registration without the amount of registered securities thereunder exceeding the Maximum Number of Shares, the shares proposed to be made available for Registrable Shares unless included by the managing underwriter shall in good faith advise Other Stockholders, if any, allocated pro rata among such Persons on the Right Holders proposing to distribute their securities through such underwriting that such level basis of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares whichshares such Persons had originally requested to include in such registration; (ii) If the registration was originated by a Holder, in its opinion, can then there will be included in such registration: (x) first, all of the shares of Common Stock that each Holder proposes to register, which shares shall be allocated, if the aggregate number of shares exceeds the Maximum Number of Shares, in accordance with clause (x) of the second sentence of Section 4(d) above; (y) second, to the extent that any additional shares of Common Stock may be included in such registration without the amount of registered securities thereunder exceeding the Maximum Number of Shares, those shares of Common Stock proposed to be registered by the Company; and (z) if such number of shares described in the foregoing clauses (x) and (y) do not exceed the Maximum Number of Shares, the shares proposed to be included by Other Stockholders, if any, allocated pro rata among such Persons on the basis of the number of shares such Persons had requested to include in such registration; and (iii) If the registration was originated by Other Stockholders, then there will be included in such registration: (x) first, all of the shares of Common Stock that such originating Other Stockholders, the Company and underwriting the Holders propose to register, which shares shall be allocated, if the aggregate number of shares proposed to be included by this clause (x) exceeds the Maximum Number of Shares, pro rata among such Persons on the basis of the number of shares such Persons had requested in include in such registration; and (y) if such number of shares described in the foregoing clause (x) does not exceed the Maximum Number of Shares, the shares proposed to be included by any Other Stockholders that are not included among such originating Other Stockholders, if any, allocated pro rata among such Persons on the basis of the number of shares such Persons had requested to include in such registration. (c) Notwithstanding anything to the contrary contained herein, at any time prior to the effective time of a registration pursuant to this Section 5, (i) the Company may withdraw such registration without such an effectincurring any liability to any Holder and (ii) a Holder may withdraw the Registrable Shares that it had sought to have included therein without incurring any liability to the Company.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and provided, further, however, that in no event may less than twenty percent (20%) one-third of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless shares of Restricted Stock. Notwithstanding the managing underwriter shall foregoing provisions, the Company may withdraw any registration statement referred to in good faith advise this Section 5 without thereby incurring any liability to the Right Holders proposing to distribute their securities through such underwriting that such level holders of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectRestricted Stock.

Incidental Registration. If the Company ABIOMED for itself or any of its security holders shall at any time (other than pursuant or times after the first anniversary of the date hereof and prior to Section 4 or Section 6) proposes the seventh anniversary of the date hereof determine to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account any shares of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it will give written notice to all Right Holders of its intention so to do. Upon the written request of any such Right Holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable Shares, the Company will use its best efforts to cause the Registrable Shares as to which registration shall have been so requested to be included Common Stock in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering (other than (a) the registration of Common Stockan offer and sale of securities to employees of, or other persons providing services to ABIOMED pursuant to an employee or similar benefit plan, registered on Form S-8 or comparable form; or (b) relating to a merger, acquisition or other transaction of the number type described in Rule 145 under the Securities Act or comparable rule, registered on Form S-4 or similar form), ABIOMED will notify each Holder in each case of shares such determination at least twenty (20) days prior to the filing of Common Stock such registration statement, and upon the request of a Holder given in writing within ten (10) days after the date of such notice, ABIOMED will use commercially reasonable efforts as soon as practicable thereafter to cause any of the Shares specified by such Holder to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of registration statement. Notwithstanding the Company other than Right Holdersforegoing, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) if and to the extent that the managing underwriter shall determines and advises in writing that the inclusion of all Shares of such requesting Holders and all shares of ABIOMED's Common Stock to be of the opinion that such inclusion offered by ABIOMED and by Other Holders, whether covered by requests for registration or otherwise included, would adversely affect interfere with the marketing of the securities to be sold by ABIOMED, or if the Company thereinregistration is at the request of a person or persons with a right to require registration, providedby that person or persons, however, that in no event may less than twenty percent (20%) of then the total number of shares of Common Stock otherwise to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration statement by Holders and underwriting without Other Holders shall be reduced as follows: (i) there shall first be excluded shares proposed to be included by Other Holders not possessing legal rights to include the same pursuant to this section or any similar provision; and (ii) any further reduction shall be pro rata among such an effectHolders and Other Holders (having such legal rights) in proportion to the number of shares as to which registration is requested by each; provided, however, that there shall be no reduction in the number of shares to be included therein (x) by ABIOMED or (y) if the registration is at the request of a person or persons with a right to require such registration, by that person or persons. For purposes of making any such reduction, each holder (whether a Holder or Other Holder) which is a partnership, together with the affiliates, partners and retired partners of such holder, the estates and family members of any such partners and retired partners and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single holder and any pro rata reduction with respect to such holder shall be based upon the aggregate amount of Shares sought to be sold by all entities and individuals so included in such holder, and the aggregate reduction so allocated to such holder shall be allocated among the entities and individuals included in such holder in such manner as such partnership may reasonably determine. If the managing underwriter determines and advises in writing that the inclusion in the registration statement of any shares of Common Stock to be sold by stockholders of ABIOMED would interfere with the marketing of the securities to be sold by ABIOMED, no notice need be given to any Holder pursuant to the first sentence of this section and no Holder will have the right to include its Shares in such registration statement.

Incidental Registration. If (a) Whenever the Company proposes to file a Registration Statement at any time (other than pursuant and from time to Section 4 or Section 6) proposes time, it will, prior to register any of its securities under the Securities Act for sale to the publicsuch filing, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it will give written notice to all Right Holders Investors of its intention to do so to do. Upon and, upon the written request of any such Right Holder, received by the Company Investor(s) given within 30 thirty (30) days after the giving of any Company provides such notice by (which request shall state the Company, to register any intended method of its disposition of such Registrable Shares), the Company will shall use its reasonable best efforts to cause the all Registrable Shares as which the Company has been requested by such Investor(s) to which registration register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Investor(s); provided, however, that the Company shall have been so requested the right to postpone or withdraw -------- ------- any registration effected pursuant to this Article III, Section 2 without obligation to any Investor. (b) In connection with any registration under this Article III, Section 2 involving an underwriting, the Company shall not be required to include any Registrable Shares in such registration unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. If in the opinion of the managing underwriter it is desirable because of marketing factors to limit the number of Registrable Shares to be included in the securities offering, then the Company shall be required to be covered by include in the registration statement proposed to only that number of Registrable Shares, if any, which the managing underwriter believes should be filed by included therein; provided, however, that no persons or entities other than the -------- ------- Company, all the Investors and other persons or entities holding registration rights shall be permitted to include securities in the offering and provided further that no other person or entities holding registration rights shall be entitled to include any securities in the offering until, and only to the extent requisite that, all Registrable Securities that the Investors have requested to permit be included are so included. If the sale or other disposition by the holder number of such Registrable Shares so registered. In to be included in the event that any offering in accordance with the foregoing is less than the total number of shares which the Investors have requested to be included, then the Investors who have requested registration pursuant to this Section 5 shall be, participate in whole or in part, an underwritten public offering of Common Stock, the number registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the conversion into Common Stock of all securities convertible thereunto). If any holder (in the case of more than one Investor) would thus be entitled to include more securities than such holder requested to be included in such an underwriting may registered, the excess shall be reduced (first by eliminating any shares held by stockholders of the Company allocated among other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders requesting holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included manner described in the registration and underwriting without such an effectpreceding sentence.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its equity securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale to the public, whether for its own account or account, and if the registration form proposed to be used may be used for the account registration of other security holders or both Registrable Securities, the Company will in each such case give prompt written notice (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale and in any event at least 10 business days' prior written notice prior to the public)filing of such registration statement) to the Holder of the Company's intention to do so, each such time it will give written notice to all Right Holders specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holder's written indication of whether the Holder wishes to include its Registrable Securities in such registration statement and advising the Holder of its intention so to dorights under this Section 2.2. Upon the written request of any the Holder made on or before the date specified in such Right Holder, received notice (which request shall specify the number of Registrable Securities intended to be disposed of by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesHolder), the Company will will, to the extent permitted under Section 7, use its best all commercially reasonable efforts to cause all such Registrable Securities, which the Registrable Shares as to which registration shall have been Holder has so requested the registration thereof, to be included in registered under the Securities Act (with the securities that the Company at the time proposes to be covered by the registration statement proposed to be filed by the Companyregister), all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by the holder Holder of such the Registrable Shares Securities to be 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 Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effect.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its reasonable best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the number managing underwriter advises the Company in writing that in such underwriter's good faith determination the marketing factors require a limitation of shares the amount of Common Restricted Stock to be included underwritten in such an underwriting may be reduced registration then (first by eliminating any shares held by stockholders a) if such registration is a primary registration on behalf of the Company other than Right HoldersCompany, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) if and shall (to the extent that the managing underwriter shall be of the opinion believes that such inclusion would adversely affect securities can be sold in such offering without having an adverse effect upon the marketing of the securities to be sold by such offering) register in such registration (i) first, the Company thereinsecurities which the Company proposes to sell in such registration, provided(ii) second, however, that the Restricted Stock held by Investor Stockholders which they propose to sell in no event may less than twenty percent (20%) of such registration on a pro rata basis based upon the total number of shares of Common Restricted Stock owned by such holders, (iii) third, Restricted Stock held by ITI and Casty which they propose to be included sell in such underwriting be made available registration on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders and (iv) fourth, securities held by other parties eligible for Registrable Shares unless inclusion in such registration statement on a pro rata basis based upon the amount of securities held by them, and (b) if such registration is a secondary registration, the Company shall (to the extent that the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting believes that such level securities can be sold in such offering without having an adverse effect upon the marketing of participation wouldsuch offering) register in such registration (i) first, the Restricted Stock held by Investor Stockholders which they propose to sell in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify such registration on a pro rata basis based upon the number of Registrable Shares whichshares of Restricted Stock owned by such holders, (ii) second, the Restricted Stock held by ITI and Casty which they propose to sell in its opinionsuch registration on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders and (iii) third, can be included the securities held by other parties eligible for inclusion in such registration on a pro rata basis based upon the amount of securities held by them. Notwithstanding the foregoing provisions, the Company may withdraw any registration and underwriting statement referred to in this Section 5, without such an effectthereby incurring any liability to the holders of Restricted Stock other than for the payment of Registration Expenses in accordance with Section 8.

Incidental Registration. If Notwithstanding the provisions of Article 5.1 of this Agreement, if the Company at any time (other than pursuant to Section 4 or Section 6) during the Exercise Period proposes to register any of its securities Common Stock under the Securities Act for sale to the public, whether for its own account or (on a form appropriate for the account registration of the Restricted Stock for public offering by the holders thereof other security holders than a registration on Form S-8, or both (except any successor or similar forms or a shelf registration under Rule 415 for the sole purpose of registering shares to be issued in connection with respect the acquisition of stock or assets of another person) and there is then not an effective registration statement covering the shares of Common Stock to registration statements on Forms X-0be issued upon exercise of the Warrants, X-0 or another form not available for registering the Registrable Shares for sale to the public), it will each such time it will give written notice to all Right Holders the holder of this Warrant and any holders of Restricted Stock (the holders of Restricted Stock are sometimes referred to herein as the "Eligible Holders") of its intention so to do. Upon the do and, upon written request of any such Right Holder, received by the Company from Eligible Holders given within 30 days after the giving receipt of any such notice (which request shall state the intended method of disposition of such securities by the Company, to register any of its Registrable Sharessuch Eligible Holder), the Company will use its best efforts to cause the Registrable Shares as all or any (but not less than 1,000 shares if less than all) Restricted Stock held by such Eligible Holder or which such Eligible Holder is then entitled to which registration shall have been so requested acquire pursuant to a Warrant to be included in registered under the securities to be covered by the registration statement proposed to be filed by the CompanySecurities Act, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid by the holder of such Registrable Shares 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 Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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, Eligible Holder); provided, however, that in no event the Company may less than twenty percent (20%) at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of the total number of shares of Common Stock such other securities originally proposed to be included in such underwriting registered. If an offering pursuant to this Article is to be made available for Registrable Shares unless through underwriters, the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation wouldmay, if in its opinionreasonable opinion marketing factors so require, materially adversely affect limit (pro rata according to the offering price or its ability market value of securities proposed to complete the offering and shall specify be registered by each) the number of Registrable Shares which, in its opinion, can be included in (or eliminate entirely from the registration and underwriting without such an effectoffering all of the) securities which eligible Holders may register pursuant to this Article.

Incidental Registration. If (but without obligation to do so) the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the publicpublic solely for cash, whether for its own account or for the account of other security holders or both (except with respect to registration statements relating solely to employee benefit plans on Forms X-0S-1 or S-8, X-0 registration statements on Form S-4, or registration statements on another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its reasonable best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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 Stockoffering, the number of shares of Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registrationaccordance with Section 4(e) above if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and provided, further, however, that in no event may less than twenty percent (20%) % of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless shares of Restricted Stock (except that in the case of the initial public offering only if the managing underwriter shall in good faith advise the Right Holders holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify offering, in which case the number of Registrable Shares shares of Restricted Stock included shall be further reduced to such number which, in its opinionthe opinion of the managing underwriter, can be included in the registration and underwriting without such an effect).

Incidental Registration. (a) If the Company Company, at any time (other than pursuant to Section 4 2 or Section 64) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or their respective successors or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 15 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Shares Restricted Stock so registered. . (b) 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, Stock for the number of shares of Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders account of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) if and to the extent that the managing underwriter shall be of the opinion opinion, confirmed in writing to the Company and the holders requesting inclusion of Restricted Stock in the registration and the underwriting, that the inclusion in such inclusion offering of all shares of Common Stock proposed to be included by the Company, the holders of Restricted Stock and other holders of Common Stock (whether or not pursuant to registration rights) would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that in no event may less than twenty percent (20%) of then the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect registration and the offering price or its ability to complete the offering and shall specify be reduced as follows: (1) first, the number of Registrable Shares whichshares proposed to be included by persons other than the Company and the holders of Restricted Stock shall be reduced in accordance with the agreements, if any, that entitle them to include shares in its opinionthe registration, can and otherwise as determined by the Company, and (2) second, the number of shares requested to be included and the holders of Restricted Stock shall be reduced pro rata among all such holders in accordance with the number of shares requested to be included by each. No stock so excluded from the underwriting shall be included in the registration. (c) Notwithstanding the foregoing provisions, the Company shall have the right to withdraw any registration and underwriting statement referred to in this Section at any time without such an effectthereby incurring any liability to the holders of Restricted Stock. (d) The Company shall have the right to select the underwriters in the case of any registration pursuant to this Section 3 in its sole discretion.

Incidental Registration. If (a) Whenever the Company proposes to file a registration statement, at any time and, from time to time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the publica "REGISTRATION"), each it will, prior to such time it will filing, give written notice to all Right Holders Purchaser of its intention to do so to do. Upon and, upon the written request of any such Right HolderPurchaser, received by the Company given within 30 fifteen (15) days after the giving of any Company provides such notice by (which request shall state the Company, to register any intended method of its Registrable Sharesdistribution of such shares), the Company will shall use its best efforts to cause all such shares which the Registrable Shares as Company has been requested to which registration shall have been so requested include by Purchaser, to be included in the securities Registration; provided, that the Company shall have the right to postpone or withdraw any Registration effected pursuant to this Section 5.2 without obligation to Purchaser. (b) In connection with any offering under this Section 5.2 involving an underwritten offering, if, in the opinion of the underwriters, inclusion of all, or part of, the shares which Purchaser has requested to be covered included would materially or adversely affect such public offering, then the Company may reduce the number of such shares to zero, in the case of a Registration on Form S-1, and to 33 1/3% of the shares of Common Stock (calculated on an as-converted basis) issued, in the case of all subsequent underwritten offerings. In addition, the Company shall not be required to include any such shares in such underwritten offering unless Purchaser thereof accept the terms of the offering as agreed upon between the Company and the underwriters selected by it, and execute and deliver an underwriting agreement, and then only in such quantity as will not, in the registration statement proposed to be filed opinion of the underwriters, jeopardize the success of the offering by the Company, all to as described above. If the extent requisite to permit the sale or other disposition by the holder number of such Registrable Shares so registered. In shares to be included in the event that any registration pursuant underwritten offering in accordance with the foregoing is less than the total number of shares which Purchaser has requested to this Section 5 shall bebe included, in whole or in part, an underwritten public offering then Purchaser and other holders of the Common Stock entitled to include shares of Common StockStock in such registration (together with Purchaser, the number "SELLING SHAREHOLDERS") shall participate in the underwritten offering pro rata based upon their total ownership of shares of Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other (calculated on an as-converted basis). If Purchaser would thus be entitled to include more shares than Right HoldersPurchaser requested to be registered, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to excess shall be allocated among the extent necessary, by eliminating shares held by the Right Holders Selling Shareholders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 in no event may less than twenty percent (20%) of the based upon their total number ownership of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless of the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such Company (calculated on an effectas-converted basis).

Incidental Registration. If (a) Whenever the Company proposes ----------------------- to file a registration statement, at any time and from time to time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the publica "Registration"), each it will, prior to such time it will filing, give written notice to all Right the Holders of its intention to do so to do. Upon and, upon the written request of any such Right Holder, received by the Company given within 30 fifteen (15) days after the giving of any Company provides such notice by (which request shall state the Company, to register any intended method of its Registrable Sharesdistribution of such shares), the Company will shall use its best efforts to cause all such shares which the Registrable Shares as Company has been requested to which registration shall have been so requested include by any Holder, to be included in the securities Registration; provided, that the Company shall have the right to postpone or withdraw any -------- Registration effected pursuant to this Section 5.2 without obligation to any ----------- Holder; and provided, further, that the Company shall not be required to file -------- ------- more than two (2) Registrations with respect to Registrable Shares. (b) In connection with any offering under this Section 5.2 ----------- involving an underwritten offering, if, in the opinion of the underwriters, inclusion of all, or part of, the shares which any Holder has requested to be covered included would materially or adversely affect such public offering, then the Company may reduce the number of such shares to zero, in the case of a Registration on Form S-1, and to 33 1/3% of the shares of Common Stock (calculated on an as-converted basis) issued, in the case of all subsequent underwritten offerings. In addition, the Company shall not be required to include any such shares in such underwritten offering unless the Holders thereof accept the terms of the offering as agreed upon between the Company and the underwriters selected by it, and execute and deliver an underwriting agreement, and then only in such quantity as will not, in the registration statement proposed to be filed opinion of the underwriters, jeopardize the success of the offering by the Company, all to as described above. If the extent requisite to permit the sale or other disposition by the holder number of such Registrable Shares so registered. In shares to be included in the event that any underwritten offering in accordance with the foregoing is less than the total number of shares which the Holders have requested to be included, then the Holders who have requested registration pursuant and other holders of the Common Stock entitled to this Section 5 shall be, in whole or in part, an underwritten public offering include shares of Common StockStock in such registration (together with the Holders, the number "Selling Shareholders") shall participate in the underwritten offering pro rata based upon their total ownership of shares of Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other (calculated on an as-converted basis). If any Holder would thus be entitled to include more shares than Right Holderssuch Holder requested to be registered, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to excess shall be allocated among the extent necessary, by eliminating shares held by the Right Holders Selling Shareholders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 in no event may less than twenty percent (20%) of the based upon their total number ownership of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless of the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such Company (calculated on an effectas-converted basis).

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) following the closing of the IPO13 proposes to register any of its securities it shall give notice (other than (i) in a demand or shelf registration under the Securities Act for sale Section 2.3 or Section 2.4, as applicable, of this Agreement, (ii) in a registration relating solely to employee, director and consultant benefit plans; (iii) in a registration relating solely to a Rule 145 transaction; or (iv) in a registration relating to a corporate reorganization or other transaction on Form S-4 or a foreign equivalent thereof) to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it will give written notice to all Right Holders of its intention so to dosuch intention. Upon the written request of any such Right HolderHolder [(and, received by after the Company first registration under this Section 2 in which Holders participate, also of the Founders)] given within 30 twenty (20) days after the giving receipt of any such notice by the Company, to register any of its Registrable Sharesnotice, the Company will use its best efforts to cause shall include in such registration all of the Registrable Shares as to indicated in such request [(and, after the first registration under this Section 2 in which registration shall have been Holders participate, also shares so requested to be included in the securities to be covered indicated by the registration statement proposed to be filed by the CompanyFounders)], all to the extent requisite so as to permit the sale or other disposition by of the holder of such Registrable Shares shares so registered. In The Company shall have the event that right to terminate or withdraw any registration pursuant to initiated by it under this Section 5 shall be2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in whole or in part, an underwritten public offering writing that marketing factors require a limitation of Common Stock, the number of shares of Common Stock to be included in underwritten, then there shall be excluded from such an registration and underwriting may be reduced (to the extent necessary to satisfy such limitation, first by eliminating any shares held by stockholders of the Company shareholders other than Right the Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders (pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 in no any event may less than twenty percent (20%) of the total number of shares of Common Stock to all Registrable Shares must be included in such underwriting registration prior to any other shares of the Company (with the exception of shares to be made available for Registrable Shares unless issued by the managing underwriter shall in good faith advise Company to the Right Holders proposing to distribute their securities through such underwriting public); provided, further, that such level of participation wouldafter the IPO, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares whichshall in no event be less than [ %] of the securities registered in such offering. 12 Typically, Founders are not granted registration rights, but in its opinion, can some instances it may be included in appropriate to grant them incidental registration rights under Section 2.2 (which would generally be subordinate to the registration and underwriting without such an effectInvestors' rights).

Incidental Registration. If the Company at any time (other than ----------------------- pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders up to 100% in the case of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafteran initial public offering and, to the extent necessarysuch shares are requested for inclusion, by eliminating shares held by to not less than 30% of the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included total offering in the registrationcase of a subsequent public offering) 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 reduction shall be applied first to the Restricted Stock requested to be included by the Junior Rights Holders (but in no event may less than twenty percent (20%) of shall the total number of shares of Common Restricted Stock of the Junior Rights Holders be less than the lesser of (i) 50% of the number of shares of Restricted Stock included in such an underwriting, or (ii) all shares of Restricted Stock requested by the Junior Rights Holders to be included in such registration statement), and then to the Restricted Stock requested to be included by the Senior Rights Holders, in such manner that the shares to be sold shall be allocated among the selling Senior Rights Holders pro rata based on their ownership of Restricted Stock, and provided further that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall account of any person other than the Company, the Junior Rights Holders or requesting Senior Rights Holders holding Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in good faith advise this Section 5 without thereby incurring any liability to the Right Holders proposing to distribute their securities through such underwriting that such level holders of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectRestricted Stock.

Incidental Registration. If the registration statement pursuant to Section 3 is no longer current or effective, and the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best commercially reasonable efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and provided, further, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares shares of Restricted Stock unless the managing underwriter shall in good faith advise the Right Holders holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares shares of Restricted Stock which, in its opinion, can be included in the registration and underwriting without such an effect.

Incidental Registration. If Until such time as any of the Warrant Shares may be sold pursuant to the provisions of Rule 144 adopted under the Act, whenever the Company at any time proposes to file a registration statement with the Securities and Exchange Commission (other than the "Commission") for an offering of the sale of Common Stock for cash consideration only, if such registration statement would permit the inclusion of Warrant Shares to be sold on behalf of the Holder pursuant to Section 4 or Section 6) proposes the rules of the Commission, it will, prior to register any of its securities under the Securities Act for sale to the publicsuch filing, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it will give prompt written notice to all Right Holders the Holder of its intention to do so to do. Upon and, upon the written request of any such Right Holder, received by the Company Holder given within 30 twenty (20) days after the giving Company provides such notice, which request will state the intended method of any such notice disposition of the Warrant Shares (the "Disposition Method"), the Company will, subject to the other provisions of this Section 7, cause all Warrant Shares which the Company has been requested by the Company, Holder to register to be included in such registration statement to the extent necessary to permit their sale or other disposition in accordance with the Disposition Method; PROVIDED THAT the Company will have the right to postpone or withdraw any of its Registrable Sharesregistration effected pursuant to this Section 7 without obligation to the Holder. In connection with any offering under this Section 7.1 involving an underwriting, the Company will use its best efforts not be required to cause include any Warrant Shares in such underwriting unless the Registrable Shares Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it and applicable to all other sellers of shares in such offering, 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. If in the reasonable opinion of the managing underwriter the registration of all, or part of, the Common Stock which registration shall the Holder and other shareholders have been so requested to be included would materially and adversely affect such public offering, then the Company will be required to include in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares so registered. In the event underwriting only 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, if any, which the managing underwriter reasonably believes may be sold without causing such adverse effect. If the shares of Common Stock to be included in such an the underwriting may be reduced (first by eliminating any shares held by stockholders of in accordance with the Company other foregoing is fewer than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 in no event may less than twenty percent (20%) of the total number of shares which the Holder and other shareholders have requested to be included, then the Holder and other holders of shares of Common Stock entitled to include shares of Common Stock in such registration will participate in the underwriting PRO RATA based upon the number of shares the Holder and each such holder of Common Stock has requested to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectregistration.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock (and Preferred Shares) of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion in good faith that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, provided further that in no event may less than twenty shall the number of Restricted Stock included in the offering be reduced below thirty percent (2030%) of the total number of shares of Common Stock to be securities included in such underwriting be made available for Registrable Shares offering, unless such offering is the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation wouldIPO, in its opinion, materially adversely affect which case the offering price or its ability to complete selling holders may be excluded further if the offering underwriters make the determination described above and shall specify no other stockholder’s securities are included in such offering. In connection with any reduction in the number of Registrable Shares whichshares pursuant to this Section 5, in its opinion, can the shares to be included in registered by the registration holders of Restricted Stock will only be reduced after all other stockholders’ shares are first reduced. There shall be no limitation on the number of registrations which may be requested and underwriting without such an effectobtained under this Section 5.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Securities for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Registrable Securities of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 10 days after the giving of any such notice by the Company, to register any of its Registrable SharesSecurities, the Company will use its best efforts to cause the Registrable Shares Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares Securities 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 Common Stock Registrable Securities to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of shares of Registrable Shares required Securities owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Registrable Securities, such number of shares of Registrable Securities shall be reduced pro rata based on the ownership of the selling stockholders that include shares in such registration of shares of Common Stock (determined on a fully-diluted basis); and provided, further, however, that in no event may less than twenty percent (20%) one-third of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number shares of Registrable Shares whichSecurities. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in its opinion, can be included in this Section 5 without thereby incurring any liability to the registration and underwriting without such an effectholders of Registrable Securities.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its reasonable best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the number managing underwriter advises the Company in writing that in such underwriter's good faith determination the marketing factors require a limitation of shares the amount of Common Restricted Stock to be included underwritten in such an underwriting may be reduced registration then (first by eliminating any shares held by stockholders a) if such registration is a primary registration on behalf of the Company other than Right HoldersCompany, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) if and shall (to the extent that the managing underwriter shall be of the opinion believes that such inclusion would adversely affect securities can be sold in such offering without having an adverse effect upon the marketing of the securities to be sold by such offering) register in such registration (i) first, the Company thereinsecurities which the Company proposes to sell in such registration, provided(ii) second, however, that the Restricted Stock held by UBS and the Conversion Shares held by Investor Stockholders other than UBS which they propose to sell in no event may less than twenty percent (20%) of such registration on a pro rata basis based upon the total number of shares of Common Restricted Stock held by UBS and Conversion Shares owned by Investor Stockholders other than UBS, (iii) third, Restricted Stock held by ITI and Casty and any other holders of Restricted Stock which they propose to be included sell in such underwriting be made available registration on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders and (iv) fourth, securities held by other parties eligible for Registrable Shares unless inclusion in such registration statement on a pro rata basis based upon the amount of securities held by them, and (b) if such registration is a secondary registration, the Company shall (to the extent that the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting believes that such level securities can be sold in such offering without having an adverse effect upon the marketing of participation wouldsuch offering) register in such registration (i) first, the Restricted Stock held by UBS and the Conversion Shares held by Investor Stockholders other than UBS which they propose to sell in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify such registration on a pro rata basis based upon the number of Registrable shares of Restricted Stock held by UBS and Conversion Shares whichowned by Investor Stockholders other than UBS, (ii) second, the Restricted Stock held by ITI and Casty and any other holders of Restricted Stock which they propose to sell in its opinionsuch registration on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders and (iii) third, can be included the securities held by other parties eligible for inclusion in such registration on a pro rata basis based upon the amount of securities held by them. Notwithstanding the foregoing provisions, the Company may withdraw any registration and underwriting statement referred to in this Section 5, without such an effectthereby incurring any liability to the holders of Restricted Stock other than for the payment of Registration Expenses in accordance with Section 8.

Incidental Registration. If the registration statements identified in Section 4 are no longer current or effective, and the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best commercially reasonable efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of PRO RATA among the Company other than Right Holders, then by eliminating any shares which requesting holders based upon the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch 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, providedPROVIDED, howeverHOWEVER, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and PROVIDED, FURTHER, HOWEVER, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares shares of Restricted Stock unless the managing underwriter shall in good faith advise the Right Holders holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares shares of Restricted Stock which, in its opinion, can be included in the registration and underwriting without such an effect.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders securityholders or both (except with respect to registration statements on Forms X-0S-4, X-0 S-8 or another form not available for avaixxxxx xxr registering the Registrable Shares Restricted Stock for sale to the public), each such time it the Company will give written notice to all Right Holders of outstanding Restricted Stock of its intention so to dodo so. Upon the written request of any such Right Holder, Holder received by the Company within 30 days after of the giving of any such notice by the Company, Company to register any of its Registrable Sharessuch Holder's Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its reasonable best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder Holder (in accordance with such Holder's written request) of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 thereinor the requesting party therein or that such reduction is otherwise advisable, provided, however, that after any shares to be sold by holders that do not have contractual rights to have shares included in no event may less than twenty percent (20%such registration have been excluded, shares to be sold by the Holders shall be excluded in such manner that the shares to be excluded shall first be the shares of selling Holders and other requesting holders who, in each case, are not Affiliate Holders and whose shares are then saleable under Rule 144(e) or Rule 144(k) under the Securities Act and then pro rata among them, and if further reduction is necessary, shall next be pro rata among the remaining shares of the total selling Holders and other requesting holders who are Affiliate Holders or whose shares are not then saleable under Rule 144(e) or Rule 144(k), unless such registration is pursuant to the exercise of a demand right of another securityholder, in which event such securityholder shall be entitled to include all shares it desires to have so included before any shares of Restricted Stock or shares of any other holder are included therein and provided, however, that, notwithstanding anything in this Agreement to the contrary, in respect of the first underwritten public offering following the date of this Agreement, no reduction shall reduce the number of shares which may be sold by requesting Holders to less than 25% of Common Stock the shares to be included sold in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectoffering.

Incidental Registration. (a) If the Company Corporation at any time (other than pursuant to Section 4 or Section 6) proposes to register on a firmly underwritten public offering basis any of its securities under the Securities Act shares of Class A Common Stock to be offered for sale to the public, whether cash for its own account or for pursuant thereto (other than a registration requested pursuant to registration rights held by other shareholders), it shall give written notice (the account "Corporation's Notice"), at its expense, to all holders of other security holders or both (except Registrable Stock of its intention to do so at least 15 days prior to the filing of a registration statement with respect to such registration statements on Forms X-0with the Commission. If any holder of Registrable Stock desires to dispose of all or part of such stock, X-0 or another form not available for registering it may request registration thereof in connection with the Registrable Shares for sale Corporation's registration by delivering to the public)Corporation, each such time it will give within ten days after receipt of the Corporation's Notice, written notice of such request (the "Holder's Notice") stating the number of shares of Registrable Stock to all Right Holders of its intention so to dobe disposed. Upon the written request of any such Right Holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable Shares, the Company will The Corporation shall use its best efforts to cause all shares of Class A Common Stock specified in the Registrable Shares as to which registration shall have been so requested Holder's Notice to be included in registered under the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite 1933 Act so as to permit the sale or other disposition by such holder or holders of the holder of such Registrable Shares shares so registered. In , subject however, to the event limitations set forth in Section 12.3 hereof. (b) Notwithstanding anything to the contrary contained in this Section 12.2, no person (as defined, for these purposes, in Rule 144(a)(2) of the Commission under the 0000 Xxx) who then beneficially owns one percent (1%) or less of the outstanding shares of the Class A Common Stock (including the Registrable Stock) may request that any of its shares of Registrable Stock be included in any registration statement filed by the Corporation pursuant to this Section 5 shall be12.2 unless, in whole or in partthe opinion of counsel for such person, an underwritten public offering such person's intended disposition of Common Stock, the number of shares of Common Registrable Stock to could not be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders effected within 90 days of the Company other than Right Holdersdate of said opinion without registration of such shares under the Securities Act (assuming, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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, howeverthis purpose, that if "current public information" (as defined in no event may less than twenty percent Rule 144 (20%c) of the total number Commission under the 0000 Xxx) is available with respect to the Corporation as of shares the date of Common Stock to be included in such underwriting be made opinion, it will remain so available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effect90-day period).

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock and Warrants of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, (i) then the holders of a majority of the shares of Restricted Stock to be sold in such offering may designate a co-managing underwriter of such offering, and (ii) the number of shares of Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that in no event may less than twenty percent (20%) of the total such number of shares of Common Restricted Stock shall not be reduced if any shares are to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall account of any person other than the Company or requesting holders of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in good faith advise this Section 5 without thereby incurring any liability to the Right Holders proposing holders of Restricted Stock. The Company hereby agrees that it will not register any of its securities under the Securities Act for sale to distribute their securities through such underwriting that such level the public for the account of participation would, in its opinion, materially adversely affect any security holder other than a Purchaser without the offering price or its ability to complete prior written consent of the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectPurchasers.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 4 or Section 6) after the date ----------------------- hereof, the Company proposes to register any of its securities ("Company Shares") under the Securities Act for sale to the public, whether for its own account or for the account of (other security holders or both (except with respect to registration statements than on Forms X-0, X-0 or another any other form which does not available for registering the Registrable Shares permit registration of securities by selling stockholders for sale to the public)public for cash) in connection with the proposed offer and sale for cash either for its own account or on behalf of any holder of Company Shares, each such time it will give prompt written notice to all Right Holders the Holder of its intention to do so at least ten business days prior to dothe earliest date on which the Company anticipates that such registration will be declared effective by the Commission. Upon the Holder's written request to the Company, given within five business days after receipt of any such Right Holder, received by the Company within 30 days after the giving of any such notice by the Companynotice, to register any of its the Holder's Registrable Shares, the Company will use its commercially reasonable best efforts to cause the Registrable Shares as to which registration shall have been so requested to be included in the securities shares of Company Shares to be covered by the registration statement proposed to be filed by the Company; provided, all that -------- nothing set forth in this Agreement shall prevent the Company from, at any time, withdrawing, abandoning or delaying any registration of such Company Shares. The Company shall have the sole right to select the managing underwriter or underwriters. The managing underwriter for such offering shall have the authority, in its sole discretion, to reduce the number of Registrable Shares to be included in such registration if and to the extent requisite to permit the sale or other disposition by the holder that it determines that inclusion of such Registrable Shares would adversely effect the marketing of the other Company Shares to be sold thereunder. Any such reduction in the shares included in any such offering shall be effected (i) first, by excluding Company Shares ("Piggyback Shares") that otherwise would be included by virtue of incidental or piggyback registration rights (but not demand registration rights) granted to stockholders of the Company (including the Holder), which exclusion shall be effected on a pro rata basis based upon the number of Company Shares so registered. In requested to be registered in such offering by all such stockholders proposing to sell Piggyback Shares and (ii) second, only to the event extent necessary and after the exclusion of all Piggyback Shares, by excluding Company Shares included in such registration by the Company and any stockholder of the Company who shall have exercised a demand registration right in connection with such offering, which exclusion shall be effected on a pro rata basis based upon the number of Company Shares proposed to be registered on behalf of the Company and on behalf of any such holder of demand registration rights; provided, however, that it is understood and agreed that the rights granted hereunder are subject to previously existing registration rights granted to pursuant to the registration rights agreement dated February 26, 1999 between the Company and Xxxxxxx and S. Bleichroeder Inc., and the registration rights agreement, dated February 26, 1999, between the Company and the Nazem entities and individuals, in each case only to the extent inconsistent with this provision. (b) If any registration pursuant to this Section 5 2 shall bebe underwritten, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which or the Company managing underwriter or underwriters may wish to register for its own account, and thereafter, to require that the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders requested for inclusion pursuant to this Section 2 be included in the registrationunderwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. (c) if and Notwithstanding anything to the extent contrary set forth in this Agreement, if, at any time during which a prospectus is required to be delivered in connection with the sale of Registrable Shares, the Company reasonably determines in good faith that a development has occurred or a condition exists as a result of which the managing underwriter shall be registration statement or the related prospectus may contain or incorporate by reference a material misstatement or omission, the correction of the opinion that such inclusion would adversely which might (a) interfere with or affect the marketing negotiation or completion of the securities to be sold any non-ordinary course transaction that is being contemplated by the Company therein(whether or not a final decision has been made to undertake such transaction), provided, however, or (b) involve initial or continuing disclosure obligations that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall Company reasonably determines in good faith advise may not be in the Right best interest of the Company or its stockholders, the Company will immediately notify the Holders proposing by telephone and in writing, and the Company may suspend the effectiveness of the registration statement. Upon receipt of such notification, the Holders will immediately suspend all offers and transfers of any Registrable Shares pursuant to distribute their securities through the registration statement until such underwriting time as the Company notifies the Holders that it has determined that such level of participation wouldsuspension period is ended, in its opinion, materially adversely affect which notification shall occur promptly after the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without Company has determined that such an effectsuspension period has ended.

Incidental Registration. If Each time the Company at any time (other than pursuant shall during the Shelf Registration Period determine to Section 4 or Section 6) proposes to register file a Registration Statement in connection with the proposed offer and sale for money of any of its securities under by it or any of its security holders, the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it Company will give written notice of its determination to all Right Holders of its intention so to doHolders. Upon the written request of any such Right Holder, received by the Company a Holder given within 30 twenty (20) days after the giving of any such notice by the Company, to register any of its Registrable Shares, the Company will use its reasonable best efforts to cause all such shares of Registrable Securities, the Registrable Shares as to Holders of which registration shall have been so requested registration hereof, to be included in the securities to be covered by the registration statement proposed to be filed by the Companysuch Registration Statement, all to the extent requisite to permit the sale or other disposition by the holder prospective seller or sellers of such the Registrable Shares so Securities to be registered. In If the event that any registration Registration Statement is to cover an underwritten distribution, the Company shall use its reasonable best efforts to cause the Registrable Securities requested for inclusion pursuant to this Section 5 shall be3 to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in whole or in partthe good faith judgment of the Managing Underwriters, an underwritten public offering the inclusion of Common Stockall of the Registrable Securities requested for inclusion pursuant to this Section 3 and other securities would interfere with the successful marketing of a smaller number of shares to be offered, then the number of shares of Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company Registrable Securities and other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders securities to be included in the registration) 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 offering (except for shares to be sold issued by the Company thereinin an offering initiated by the Company) shall be reduced to the required level with the participation in such offering to be pro rata among the holders thereof requesting such registration, provided, however, that in no event may less than twenty percent (20%) of based upon the total number of shares of Common Stock to be included in Registrable Securities and other securities owned by such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectholders.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 2.3 or Section 62.5) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 15 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares Restricted Stock so registered. In the event that any registration pursuant to this Section 5 2.4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and provided, further, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares shares of Restricted Stock unless the underwriting is in connection with the Company's initial public offering and the managing underwriter shall in good faith advise the Right Holders holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares shares of Restricted Stock which, in its opinion, can be included in the registration and underwriting without such an effect.

Incidental Registration. If Each time the Company at any time (other than pursuant shall determine to Section 4 or Section 6) proposes to register ----------------------- file a Registration Statement in connection with the proposed offer and sale for cash of any of its securities under by it or any of its security holders, the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it Company will give written notice to all Right Holders of its intention so determination to dothe Stockholders. Upon the written request of any such Right Holder, received by or all of the Company Stockholders given within 30 days after the giving of any such notice by the Company, to register any of its Registrable Shares, the Company will use its best efforts to cause the all shares of Registrable Shares as Stock which such Stockholder(s) have requested to which registration shall have been so requested register to be included in the securities to be covered by the registration statement proposed to be filed by the Companysuch Registration Statement, all to the extent requisite required to permit the sale or other disposition by the holder prospective seller of such the Registrable Shares Stock to be so registered. In If the event that any registration Registration Statement is to cover an underwritten distribution, the Company shall use its best efforts to cause the Registrable Stock requested for inclusion pursuant to this Section 5 shall be4 to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in whole or in partthe good faith judgment of the managing underwriter of such public offering, an underwritten public offering the inclusion of Common Stockall of the Registrable Stock requested for inclusion pursuant to this Section 4 and other securities would interfere with the successful marketing of a smaller number of shares to be offered, then the number of shares of Common Registrable Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company and other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders securities to be included in the registration) if and offering, except for shares to be issued by the extent that Company in an offering initiated by the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities Company or Offering Shares to be sold by any other party, shall be reduced to the Company thereinrequired level with the participation in such offering to be pro rata among the holders thereof requesting such registration, provided, however, that in no event may less than twenty percent (20%) of based upon the total number of shares of Common Registrable Stock to be included in and other securities owned by such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectholders.

Incidental Registration. If Each time the Company at any time (other than pursuant shall determine to Section 4 or Section 6) proposes to register file a Registration Statement in connection with the proposed offer and sale for money of any of its securities under by it or any of its security holders, the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it Company will give written notice thereof to all Right Holders of its intention so to doHolders. Upon the written request of any such Right Holder, received by the Company one or more Holder(s) given within 30 twenty (20) days after the giving of any such notice by the Company, to register any of its Registrable Shares, the Company will use its best efforts to cause all such shares of Registrable Stock and Founder Registrable Stock, the Registrable Shares as to Holders of which registration shall have been so requested registration thereof, to be included in the securities to be covered by the registration statement proposed to be filed by the Companysuch Registration Statement, all to the extent requisite to permit the sale or other disposition by the holder prospective seller or sellers of such the Registrable Shares Stock and Founder Registrable Stock to be so registered. In If the event that any registration Registration Statement is to cover an underwritten distribution, the Company shall use its best efforts to cause the Registrable Stock and Founder Registrable Stock requested for inclusion pursuant to this Section 5 shall be3 to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in whole or in partthe good faith judgment of the managing underwriter of such public offering, an underwritten public offering the inclusion of Common Stockall of the Registrable Stock and Founder Registrable Stock requested for inclusion pursuant to this Section 3 would interfere with the successful marketing of a smaller number of shares to be offered, then the number of shares of Common Registrable Stock, Founder Registrable Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company and other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders securities to be included in the registration) 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 offering (except for shares to be sold issued (i) by the Company thereinin an offering initiated by the Company or (ii) by any other party in an offering initiated by such party pursuant to registration rights granted to such party) shall be reduced to the required level by reducing (down to zero if so required) the participation of the Holders in such offering (such reduction to be pro rata among the Holders requesting such registration, based upon the number of shares of Registrable Stock owned by such Holders); provided, however, that (i) except in the Company's Initial Public Offering, in no event may shall the participation of the Holders of Registrable Stock and Founder Registrable Stock be less than twenty percent thirty-five (2035%) percent of such offering, (ii) so long as the Founder is either the Chief Executive Officer or a director of the total number Company, in no event shall the Holders of the Founder Registrable Stock sell in the aggregate more than 675,000 shares of Common Stock to (which amount shall be included appropriately adjusted for any stock splits, stock dividends, recapitalization or other changes affecting the Common Stock after the date of this Agreement) in any single distribution and (iii) all shares that are not Registrable Stock or Founder Registrable Stock and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company (other than the Founder) shall first be excluded from such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectbefore any Registrable Stock or Founder Registrable Stock are so excluded.

Incidental Registration. If Notwithstanding the provisions of Section 12.5 of this Agreement, if the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities Common Stock under the Securities Act for sale to the public, whether for its own account or (on a form appropriate for the account registration of Restricted Stock for public offering by the holders thereof other security holders than a registration on Form S-8, or both (except any successor or similar forms or a shelf registration under Rule 415 for the sole purpose of registering shares to be issued in connection with respect to registration statements on Forms X-0the acquisition of stock or assets of another person) , X-0 or another form not available for registering the Registrable Shares for sale to the public), it will each such time it will give written notice to all Right the Holders and any holders of Restricted Stock (the holders of Restricted Stock are sometimes referred to herein as the "Eligible Holders") of its intention so to do. Upon the do and, upon written request of any such Right Holder, received by the Company from Eligible Holders given within 30 days after the giving receipt of any such notice (which request shall state the intended method of disposition of such securities by the Company, to register any of its Registrable Sharessuch Eligible Holder), the Company will use its best efforts to cause the Registrable all or any (but not less than 1,000 shares if less than all) Conversion Shares as or Restricted Stock held by such Eligible Holder or which such Eligible Holder is then entitled to which registration shall have been so requested acquire pursuant to a Debenture to be included in registered under the securities to be covered by the registration statement proposed to be filed by the CompanySecurities Act, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid by the holder of such Registrable Shares 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 Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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, Eligible Holder); provided, however, that in no event the Company may less than twenty percent at any time ------------------ withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such other securities originally proposed to be registered; provided, further, that if there is then ----------------- an effective registration statement covering the Conversion Shares or Restricted Stock (20%) assuming for purposes of this Section 12.6 that all of the total number of shares of Common Stock Debentures are to be included in converted), any Conversion Shares or Restricted Stock proposed to be registered pursuant to this Section 12.6 shall be withdrawn such underwriting registration statement. If an offering pursuant to this Section 12.6 is to be made available for Registrable Shares unless through underwriters, the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation wouldmay, if in its opinionreasonable opinion marketing factors so require, materially adversely affect limit (pro rata according to the offering price or its ability market value of securities proposed to complete the offering and shall specify be registered by each) the number of Registrable Shares which, in its opinion, can be included in (or eliminate entirely from the registration and underwriting without such an effectoffering all of the) securities which Eligible Holders may register pursuant to this Section 12.6.

Incidental Registration. If the Company at any time (other than ----------------------- the initial public offering of the Company's securities or pursuant to Section 4 1.2 or Section 61.4) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of his or its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares Restricted Stock so registered. In the event that any registration pursuant to this Section 5 1.3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that -------- ------- such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of shares of Restricted Stock, and provided, -------- further, however, that in no event may less than twenty percent (20%) one-half of the total number of ------- ------- shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless shares of Restricted Stock. Notwithstanding the managing underwriter shall foregoing provisions, the Company may withdraw any registration statement referred to in good faith advise this Section 1.3 without thereby incurring any liability to the Right Holders proposing to distribute their securities through such underwriting that such level holders of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number shares of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effect.Restricted Stock

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders securityholders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it the Company will give written notice to all Right Holders of outstanding Restricted Stock of its intention so to dodo so. Upon the written request of any such Right Holder, Holder received by the Company within 30 days after of the giving of any such notice by the Company, Company to register any of its Registrable Sharessuch Holder's Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its reasonable best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder Holder (in accordance with such Holder's written request) of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 thereinor the requesting party therein or that such reduction is otherwise advisable, provided, however, that after any shares to be sold by holders that do not have contractual rights to have shares included in no event may less than twenty percent (20%such registration have been excluded, shares to be sold by the Holders shall be excluded in such manner that the shares to be excluded shall first be the shares of selling Holders and other requesting holders who, in each case, are not Affiliate Holders and whose shares are then saleable under Rule 144(e) or Rule 144(k) under the Securities Act and then pro rata among them, and if further reduction is necessary, shall next be pro rata among the remaining shares of the total selling Holders and other requesting holders who are Affiliate Holders or whose shares are not then saleable under Rule 144(e) or Rule 144(k), unless such registration is pursuant to the exercise of a demand right of another securityholder, in which event such securityholder shall be entitled to include all shares it desires to have so included before any shares of Restricted Stock or shares of any other holder are included therein and provided, however, that, notwithstanding anything in this Agreement -------- ------- to the contrary, in respect of the first underwritten public offering following the date of this Agreement, no reduction shall reduce the number of shares which may be sold by requesting Holders to less than 25% of Common Stock the shares to be included sold in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectoffering.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes the Company shall determine to register any of its Ordinary Shares, or any securities under the Securities Act convertible into or exchangeable or exercisable for sale to the publicOrdinary Shares, whether for its own account or or, after the first anniversary date hereof, for the account of any stockholder (other security holders or both (except with respect to than a registration statements on Forms X-0F-4, X-0 or another F-8 or any replacement or successor form not available for registering the Registrable Shares for sale to the publicthereof), each Holder shall be entitled to include Registrable Securities in such time it will registration (and related underwritten offering, if any) (each, an "Incidental Registration") on the following terms and conditions: (a) The Company shall promptly give written notice of such determination to each Holder, and each Holder shall have the right to request, by written notice given to the Company within thirty (30) days of the receipt by such Holder of such notice of determination, that a specific number of Registrable Securities held by such Holder be included in such Registration Statement; (b) If the proposed registration relates to an underwritten offering, the notice called for by Section 2(a) shall specify the name of the managing underwriter for such offering and the number of securities to be registered for the account of the Company and for the account of any other stockholder of the Company; (c) If the proposed registration relates to an underwritten offering, each Holder must (i) sell all Right Holders or a portion of its intention so to do. Upon Registrable Securities on the written request of any such Right Holder, received same basis provided in the underwriting arrangements approved by the Company within 30 days after and (ii) complete and execute all questionnaires, powers of attorney, indemnities (but only to the giving extent such indemnities relate specifically to information supplied by such Holder expressly for inclusion in the Registration Statement), hold-back agreements, underwriting agreements and other documents on the same basis as other similarly situated selling shareholders (or, if there are no other selling shareholders, as would be customary in a transaction of any this type) required under the terms of such notice underwriting arrangements or by the Company, SEC; (d) If the managing underwriter for the underwritten offering under the proposed registration to register any of its Registrable Shares, be made by the Company will use its best efforts to cause determines that inclusion of all or any portion of the Registrable Shares as Securities in such offering would adversely affect the ability of the underwriter for such offering to which registration shall have been so sell all of the securities requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the for sale or other disposition by the holder of price per share in such Registrable Shares 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 Stockoffering, the number of shares of Common Stock to that may be included in such an underwriting may registration in such offering shall be reduced allocated as follows: (first by eliminating any shares held by stockholders of i) first, the Company or the selling shareholder exercising demand registration rights, as the case may be, shall be permitted to include all Ordinary Shares to be registered thereby; and (ii) second, each Holder and any other than Right Holdersselling shareholder exercising incidental registration rights shall be allowed to include such amount of Ordinary Shares as the managing underwriter(s) deems appropriate (on a pro rata basis with one another but only to the extent that such pro rata basis applies to the number of Ordinary Shares still retained at the time of such cutback), then provided that if such registration and offering is initiated by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) if and to the extent that the managing underwriter shall be of not have the opinion that such inclusion would adversely affect the marketing of the securities right to be sold by the Company therein, provided, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify limit the number of Registrable Ordinary Shares which, in its opinion, can to be included in the registration and underwriting offering by the Holders and any other selling shareholder exercising contractual incidental registration rights to less than 25% of the total number of Ordinary Shares included therein. (e) Each Holder shall have the right to withdraw its Registrable Securities from the Registration Statement at any time prior to the effective date thereof, but if the same relates to an underwritten offering, it may only do so prior to the printing of the preliminary prospectus used to market the securities; and (f) The Company or any other shareholder exercising demand registration rights shall have the right to terminate or withdraw any registration statement filing under this Section 2 prior to the effective date of such registration for any reason without liability to a Holder as a result thereof, whether or not such an effectHolder has elected to include such securities in such registration.

Incidental Registration. If the Company at any time (other than ----------------------- pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock and to the Founder of its intention so to do. Upon the written request of any such Right Holderholder of Restricted Stock or the Founder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable Sharesthe Restricted Stock or the Founder Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock and/or the Founder Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares Restricted Stock and/or Founder 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 Common Restricted Stock and/or Founder Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders of Restricted Stock and Founder Stock based upon the number of Registrable Shares required shares of Restricted Stock or Founder Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such -------- ------- number of shares of Restricted Stock and/or Founder Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock and/or Founder Stock, and provided, further, however, that in no event may less than twenty percent (20%) -------- ------- ------- one-third of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless shares of Restricted Stock and Founder Stock. Notwithstanding the managing underwriter shall foregoing provisions, the Company may withdraw any registration statement referred to in good faith advise this Section 5 without thereby incurring any liability to the Right Holders proposing holders of Restricted Stock or to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectFounder.

Incidental Registration. If Each time the Company at shall determine to proceed with the actual preparation and filing of a registration statement under the Act in connection with the proposed offer and sale for money of any time of its Common Stock by it or any of its security holders (other than pursuant to Section 4 a registration statement on From S-4 or Section 6S-8) proposes to register or any of its securities under other successor forms prescribed by the Securities Act for sale to commission, the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it Company will give written notice of its determination to all Right Holders record holders of its intention so to doUnits and Registrable Securities. Upon the written request of a record holder of any such Right Holder, received by the Company Units and Registrable Securities given within 30 fifteen (15) days after the giving receipt of any such notice by from the Company, to register any of its the Company will, except as herein provided, cause all such Registrable SharesSecurities, the Company will use its best efforts to cause the Registrable Shares as to record holders of which registration shall have been so requested registration thereof, to be included in the securities to be covered by the such registration statement proposed to be filed by the Companystatement, all to the extent requisite to permit the sale or other disposition by the holder prospective seller or sellers of such the Registrable Shares Securities to be so registered. In : provided, however, that (a) nothing herein shall prevent the event that Company from, at any time, abandoning or delaying any such registration pursuant initiated by it: and (b) if the Company determines not to this Section 5 shall be, in whole or in part, an underwritten 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 of Common Stock, the number of shares of Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing price of the securities to be sold by the Company, the Company thereinshall 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. If any registration pursuant to this Section shall be underwritten in whole or in part, provided, however, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in no event may less than twenty percent (20%) the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the total managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of Common Stock the shares of stock offered by the Company, the number of Registrable Securities otherwise to be included in the underwritten public offering may be reduced pro rata among the holders thereof requesting such underwriting be made available for Registrable Shares unless registration to a number that the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially believes will not adversely affect the offering price or its ability sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such holders, shall be withheld from the market by the holders thereof for a period, not to complete exceed one hundred eighty (180) days, which the offering and shall specify managing underwriter reasonably determines is necessary in order to effect the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectunderwritten public offering.

Incidental Registration. If Each time the Company at any time (other than pursuant shall determine to Section 4 or Section 6) proposes to register ----------------------- file a Registration Statement in connection with the proposed offer and sale for money of any of its securities under by it or any of its security holders, the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it Company will give written notice thereof to all Right Holders of its intention so to doHolders. Upon the written request of any such Right Holder, received by the Company one or more Holder(s) given within 30 twenty (20) days after the giving of any such notice by the Company, to register any of its Registrable Shares, the Company will use its best efforts to cause all such shares of Registrable Stock, the Registrable Shares as to Holders of which registration shall have been so requested registration thereof, to be included in the securities to be covered by the registration statement proposed to be filed by the Companysuch Registration Statement, all to the extent requisite to permit the sale or other disposition by the holder prospective seller or sellers of such the Registrable Shares Stock to be so registered. In If the event that any registration Registration Statement is to cover an underwritten distribution, the Company shall use its best efforts to cause the Registrable Stock requested for inclusion pursuant to this Section 5 shall be4 to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in whole or in partthe good faith judgment of the managing underwriter of such public offering, an underwritten public offering the inclusion of Common Stockall of the Registrable Stock requested for inclusion pursuant to this Section 4 would interfere with the successful marketing of a smaller number of XxxxxxxXxxx.xxx, Inc. Amended and Restated Registration Rights Agreement shares to be offered, then the number of shares of Common Registrable Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company and other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders securities to be included in the registration) 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 offering (except for shares to be sold issued (i) by the Company thereinin an offering initiated by the Company or (ii) by any other party in an offering initiated by such party pursuant to registration rights granted to such party) shall be reduced to the required level by reducing (down to zero in the Company's Initial Public Offering, provided, however, that in no event may or to not less than twenty percent thirty (2030%) percent thereafter, if so required) the participation of the total Holders of Registrable Stock in such offering (such reduction to be made to the amounts of shares requested for inclusion in such offering by such Holders on a pro rata basis among the Holders of Registrable Stock requesting such registration, based upon the number of shares of Common Registrable Stock to be included in owned by such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectHolders).

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to ----------------------- register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders securityholders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it the Company will give written notice to all Right Holders of outstanding Restricted Stock of its intention so to dodo so. Upon the written request of any such Right Holder, Holder received by the Company within 30 days after of the giving of any such notice by the Company, Company to register any of its Registrable Sharessuch Holder's Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its reasonable best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder Holder (in accordance with such Holder's written request) of such Registrable Shares Restricted Stock so registered. In the event that any registration pursuant to this Section 5 4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 thereinor the requesting party therein or that such reduction is otherwise advisable, provided, however, that in no event may less than twenty percent (20%) any such reduction shall be accomplished as follows: as among the requesting Holders and any other holders of securities of the total Company who have exercised their contractual rights to have shares included in such registration, pro rata based upon the number of shares of Common Stock owned by or issuable to be included in such underwriting be made available for Registrable Shares requesting Holders and other requesting holders, unless such registration is pursuant to the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level exercise of participation woulda demand right of another securityholder, in its opinion, materially adversely affect the offering price which event such securityholder shall be entitled to include all shares it desires to have so included before any shares of Restricted Stock or its ability to complete the offering and shall specify the number shares of Registrable Shares which, in its opinion, can be any other holder are included in the registration and underwriting without such an effecttherein.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 10 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, such number of shares of Restricted Stock shall be reduced pro rata based on the ownership of the selling stockholders that include shares in such registration of shares of Common Stock (determined on a fully-diluted basis); and provided, further, however, that in no event may less than twenty percent (20%) one-third of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless shares of Restricted Stock. Notwithstanding the managing underwriter shall foregoing provisions, the Company may withdraw any registration statement referred to in good faith advise this Section 5 without thereby incurring any liability to the Right Holders proposing to distribute their securities through such underwriting that such level holders of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectRestricted Stock.

Incidental Registration. 2.1 If (but without any obligation to do so) the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities (other than (i) in a demand registration under the Securities Act for sale Section 3 of this Agreement, (ii) a registration relating solely to the publicsale of securities to participants in a Company benefit plan, whether for its own account (iii) a registration relating to a corporate reorganization or for other transaction described under Rule 145 of the account Act, or (iv) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale Shares), it shall give notice to the public), each such time it will give written notice to all Right Holders of its intention so to dosuch intention. Upon the written request of any Holder given within fourteen (14) days after receipt of any such Right Holdernotice, received the Company shall include in such registration all of the Registrable Shares indicated in such request, so as to permit the disposition of the shares so registered. 2.2 In connection with any offering involving an underwriting of shares of the Company’s share capital, the Company shall not be required under this Section 2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company within 30 days after and such other agreements as the giving underwriter(s) may reasonably request. Notwithstanding any other provision of any such notice by this Section 2, if the Company, to register any of its Registrable Shares, managing underwriter advises the Company will use its best efforts to cause the Registrable Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder writing that marketing factors require a limitation of such Registrable Shares 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 Common Stock to be included in underwritten, then there shall be excluded from such an registration and underwriting may be reduced (first by eliminating any to the extent necessary to satisfy such limitation, first, shares held by stockholders of the Company shareholders other than Right (i) the Demanding Holders, then by eliminating any shares which the Company may wish to register for its own accountif any, and thereafter(ii) shareholders with incidental registration rights (on a pro rata basis to their respective holdings); second, to the extent necessary, by eliminating shares held by shareholders with incidental registration rights (including the Right Holders Holders) (on a pro rata basis to their respective holdings); third, shares offered by the Company; and lastly, shares registered by the Demanding Holders, if any (on a pro rata basis). 2.3 The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2 prior to the respective number effectiveness of Registrable Shares required by the Right Holders such registration whether or not any Holder has elected to be included include securities in the such registration) if and to the extent that the managing underwriter . The expenses of such withdrawn registration shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold borne by the Company therein, provided, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectaccordance with Section 5 hereof.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to ----------------------- register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of any security-holders (other security holders than any registration pursuant to Paragraph 1 or both (except with respect any registration of an offering solely to employees of the Company and its subsidiaries or any registration statements on Forms X-0, X-0 Form S-4 or another form not available for registering the Registrable Shares for sale to the publica successor form), each such time it will shall promptly give written notice to all Right Holders each holder of Shares of its intention so to do. Upon do so, and the Company shall include in such registration all Shares that the holders thereof shall specify in a written request of any such Right Holder, received by notice delivered to the Company within 30 days after the giving their receipt of any such notice by the Company's notice of the proposed filing of the registration statement. However, if the proposed registration is to register any of its Registrable Sharesbe underwritten (whether on a "best efforts" or a "firm commitment" basis), the Company will use its best efforts to cause the Registrable Shares as to which registration managing underwriter shall have been so requested the right to be included in limit the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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 Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish registration to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 in no event may not less than twenty percent (20%) 30% of the total number of shares securities included therein if the underwriter advises the Company in writing that such exclusion is necessary to avoid interfering with the successful marketing of Common Stock the underwritten portion of the public offering (unless such registration is the initial public offering of the Company's securities, in which case the underwriter may limit or exclude the Shares entirely), provided that such ------------- exclusion applies first to those securities which the Company proposes to register for the account of any of its officers or employees and then on a proportional basis to all other securities proposed to be included in any such underwriting registration (including the Shares) other than those for which the Company initiated such registration and which are being sold by the Company. Any exclusions of the Shares shall be made available pro rata among the affected holders in proportion to the respective numbers of Shares for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectwhich they have requested registration.

Incidental Registration. 2.1 If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities, other than in a demand registration under Section 3 or 5 below, on any form (other than a Registration Statement on Form S-8 or Form S-4 or their successors, or any other form for a similar limited purpose, or any registration statement covering only securities under proposed to be issued in exchange for securities or assets of another corporation, or any successor form for securities to be offered to employees of the Securities Act for sale Company pursuant to the publicany employee benefit plan), whether for its own account or for the account of any other security holders or both person, including in the initial public offering of the Company's securities (except with respect to registration statements on Forms X-0the "IPO"), X-0 or another form not available for registering the Registrable Shares for sale it shall give notice to the public), each such time it will give written notice to all Right Holders of its intention so to do. such intention. 2.2 Upon the written request of any such Right Holder, received by the Company Holder given within 30 twenty (20) days after the giving receipt of any such notice notice, the Company shall include in such registration all of the Registrable Shares indicated in such request, so as to permit the disposition of the shares so registered in the manner requested by such Holder or Holders. 2.3 Notwithstanding the provisions of Sections 2.1 or 2.2, with respect to an underwritten public offering by the Company, to register any of its Registrable Shares, if the managing underwriter advises the Company will use its best efforts in writing that marketing or other factors require a limitation of the number of shares to cause be underwritten, and the aggregate number of Registrable Shares as to which registration shall have been so requested to be included in such registration pursuant to Section 2.2 above (the securities "Requested Shares"), shall exceed the number of shares indicated by the underwriter, then first, there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, shares held by shareholders other than the Holders, and second, there shall be covered excluded from such underwriting (but not from such registration) pro rata, shares held by the Holders to the extent necessary to satisfy such limitation. To the extent Registrable Securities are excluded from such underwriting, the Holders shall agree not to sell their Registrable Shares included in the registration statement proposed for such period, not to exceed 180 days, as may be filed required by the Companymanaging underwriter, all and the Company shall keep effective and current such registration statement for such period as may be required to enable the extent requisite Holders to permit complete the sale or other disposition by distribution and resale of their Registrable Shares. 2.4 Notwithstanding Section 2.3 above, should the holder Company provide the Holders with a letter from the managing underwriter of such Registrable Shares so registered. In the event IPO stating that any registration the exercise of the Holders' rights pursuant to this Section 5 shall be2 would have an adverse effect on the IPO, and should Holders holding at least 80% of the Issued Preferred Shares and the Additional Preferred Shares, if any, agree in whole or in part, writing not to exercise their rights under this Section 2 at the IPO and for an underwritten public offering of Common Stock, additional 180 days following the number of shares of Common Stock to be included in such an underwriting IPO (as may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right managing underwriter), then such agreement will be binding upon all the Holders and the Holders shall not be entitled to be included in exercise their rights under this Section 2 until the registration) if and to the extent that the managing underwriter shall be end of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, period; provided, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included all other shareholders in the registration and underwriting without Company similarly shall not exercise any similar right that they may have until the end of such an effectperiod.

Incidental Registration. If Each time the Company at any time (other than pursuant shall determine to Section 4 or Section 6) proposes to register any of its securities file a registration statement under the Securities Act (other than on Form S-8 or Form S-4, or any successor form thereof) in connection with the proposed offer and sale for sale to money of any of its equity securities by it or by any of its security holders, the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it Company will give written notice of its determination to all Right Holders holders of its intention so to doRegistrable Stock. Upon the written request of a holder of any such Right Holder, received by Registrable Stock delivered to the Company within 30 fifteen (15) days after the giving of any such notice by following the Company, 's notice (except with respect to register any of its Registrable Sharesan initial public offering), the Company will use its best efforts to cause all such Registrable Stock, the Registrable Shares as to holders of which registration shall have been so requested registration thereof, to be included in the securities to be covered by the such registration statement proposed to be filed by the Companystatement, all to the extent requisite to permit the sale or other disposition by the holder prospective seller or sellers of such the Registrable Shares Stock to be so registeredregistered in accordance with the terms of the proposed offering. In If the event that any registration statement is to cover an underwritten distribution, the Company shall use its best efforts to cause the Registrable Stock requested for inclusion pursuant to this Section 5 shall be11(a) to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in whole or in part, an underwritten the good faith judgment of the managing underwriter of such public offering of Common Stockoffering, the number inclusion of all of the Registrable Stock requested to be registered would materially and adversely affect the successful marketing of the other shares proposed to be offered, then the amount of the Registrable Stock to be included in the offering shall be reduced and the Registrable Stock and the other shares to be offered (excluding shares to be offered by or for the account of the Company) shall participate in such offering as follows: the Registrable Stock to be included in such offering and the other shares of Common Stock to be included in such an underwriting may offering shall each be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, pro rata in proportion to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 in no event may less than twenty percent (20%) of the total number of shares of Common Stock proposed to be included in such underwriting offering by each holder of such shares; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Stock shall be made available for pro rata with holders of other securities having the right to include such securities in a Company registration statement other than the RGC Investors (as defined below) and holders of securities not subject to a similar cut-back provision. Notwithstanding the immediately preceding paragraph, the registered holder hereunder hereby acknowledges that the Company is party to a Registration Rights Agreement (the "RGC Agreement") dated as of August 31, 1998 granting certain Registration Rights to the investors set forth therein (the "RGC Investors"), and further acknowledges and agrees that the rights of the holder to include their shares in any registration by the Company shall expressly be made subordinate to the right of the RGC Investors to include all of their "Registrable Shares unless Securities" as defined by the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation wouldRGC Agreement, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the such registration and underwriting without such an effect.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and provided, further, however, that in no event may less than twenty percent (20%) one-third of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless shares of Restricted Stock. Notwithstanding the provisions of the foregoing sentence, if the underwritten public offering of the Company is an initial public offering, the total number of shares of Restricted Stock to be included in such underwriting may be reduced to as low as zero (0) if (i) the managing underwriter shall in good faith advise is of the Right Holders proposing to distribute their securities through such underwriting opinion that such level inclusion of participation would, in its opinion, materially the Restricted Stock would adversely affect the offering price or its ability marketing of the securities to complete be sold by the offering Company and shall specify (ii) no other shareholder is allowed to include shares of stock in such underwriting. Notwithstanding the number provisions of Registrable Shares whichthis Paragraph 5, the Company may withdraw any registration statement referred to in its opinion, can be included in this Section 5 without thereby incurring any liability to the registration and underwriting without such an effectholders of Restricted Stock.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities ----------------------- under the Securities Act any Common Stock for sale to the publicpublic pursuant to a firm commitment underwriting, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it Company will give written notice at such time to all Right Holders holders of Registrable Shares, as to which Warrants have been exercised or are then exercisable, of its intention so to dodo so. Upon the written request of any such Right Holderholder, received by the Company given within 30 thirty (30) days after the giving receipt of any such notice by the Company, to register any of its Registrable Shares, the Company will use its reasonable best efforts to cause the Registrable Shares as to which registration shall have been so requested requested, to be included in the securities to be covered by the such registration statement proposed to be filed by (the Company"Incidental Registration"), all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Shares so registered; provided, however, that nothing herein shall prevent the Company -------- ------- from abandoning or delaying any such registration at any time; and provided, -------- further, that the Incidental Registration shall be subject to the provisions of ------- Sections 7.3(b) and 7.3(c) and Section 7.4 to the extent indicated therein. In the event that any registration Any --------------- ------ ----------- request by a holder pursuant to this Section 5 7.3 to register Registrable Shares ----------- shall bespecify the number of Registrable Shares to be included in the underwriting and that such Registrable Shares are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. If the managing underwriter or underwriters shall advise the Company in writing that, in whole or the view of such underwriters, such holders of Registrable Shares shall have requested the registration of a number of Registrable Shares that exceeds the maximum number of Shares that can be sold without having a material adverse effect on the marketing of the Common Stock to be sold under such registration statement, including the price at which such Common Stock can be sold (an "Adverse Market Effect"), the Company shall not be required to register Shares in partexcess of such maximum number, subject to the provisions of Section 7.3(b) (a -------------- "Cut-Back Event"). (b) In the event of a Cut-Back Event arising in connection with an underwritten public offering Incidental Registration, the following provisions shall apply: (i) if the registration of Common StockStock giving rise to the Incidental Registration is initiated by the Company, then the Company shall include in such registration (A) first, all of the Common Stock which the Company proposes to sell, and (B) second, the number of shares of Common Stock validly requested by Selling Shareholders and holders of Registrable Shares to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders registration that, in the opinion of the Company other than Right Holdersunderwriters, then by eliminating any shares which the Company may wish can be sold without having an Adverse Market Effect, such amount to register for its own account, be allocated among all such Selling Shareholders and thereafter, to the extent necessary, by eliminating shares held by the Right Holders holders of Registrable Shares pro rata to on the basis of the respective number of shares of Common Stock each such Selling Shareholder and holder of Registrable Shares required by the Right Holders has requested to be included in such registration; and (ii) if a registration of Common Stock giving rise to an Incidental Registration is initiated by any Selling Shareholder(s), then there shall be included in such registration (A) if the Company is not selling Common Stock in the registration, (I) first, all of the Common Stock proposed to be sold by such Selling Shareholder(s) initiating such registration, and (II) second, the number of shares of Common Stock of the Company validly requested by all other Selling Shareholders and holders of Registrable Shares to be included in such registration that, in the opinion of the underwriters, can be sold without having an Adverse Market Effect, such amount to be allocated among all such other Selling Shareholders and holders of Registrable Shares pro rata on the basis of the respective number of shares of Common Stock each such other Selling Shareholder and holder of Registrable Shares has requested to be included in such registration; and (B) if and to the extent that Company is selling Common Stock in the managing underwriter shall be registration (other than solely in connection with the covering of an over- allotment option), (I) first, all of the opinion that such inclusion would adversely affect the marketing of the securities Common Stock proposed to be sold by the Company thereinand such Selling Shareholder(s) initiating such registration, providedand (II) second, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock of the Company validly requested by all other Selling Shareholders and holders of Registrable Shares to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation wouldregistration that, in its opinionthe opinion of the underwriters, materially adversely affect the offering price or its ability can be sold without having an Adverse Market Effect, such amount to complete the offering be allocated among all such other Selling Shareholders and shall specify the number holders of Registrable Shares which, in its opinion, can pro rata on the basis of the respective number of shares of Common Stock each such other Selling Shareholder and holder of Registrable Shares has requested to be included in the registration and underwriting without such an effect.registration;

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) ----------------------- proposes for any reason to register any of its securities under the Securities Act for sale (other than pursuant to the public, whether for its own account or for the account of other security holders or both (except with respect to a registration statements statement on Forms Form X-0, X-0 X-00 or another S-15 or similar or successor form not available for registering the Registrable Shares for sale to the public(collectively, "Excluded Forms")), each it shall at such time it will promptly give written notice to all Right Holders Purchasers of its intention so to do. Upon , and, upon the written request of any such Right Holderrequest, received by the Company given within 30 days after the giving receipt of any such notice by the Companynotice, of any such Purchase to register any shares of its Registrable SharesCommon Stock (which request shall specify the shares intended to be sold or disposed of by such holders and shall state the intended method of disposition of such shares by the prospective seller), the Company will shall use its best efforts to cause the Registrable Shares as to which registration shall have been so requested all such shares of Common Stock to be included in registered under the securities to be covered by Securities Act promptly upon receipt of the registration statement proposed to be filed by the Companywritten request of such holders for such registration, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid) by the holder prospective seller or sellers of such Registrable Shares the Common Stock so registered. In the event that any the proposed registration pursuant to this Section 5 shall beby the Company is, in whole or in part, an underwritten public offering of securities of the Company, any request pursuant to this Section 1 to register Common StockStock may specify that such shares are to be included in the underwriting (a) on the same terms and conditions as those on which any Common Stock is otherwise being sold through underwriters under such registration or (b) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock are being sold through underwriters under such registration; provided, however, that if the managing underwriter determines and advises -------- ------- in writing that the inclusion of all Common Stock proposed to be included in the underwritten public offering and other issued and outstanding shares of Common Stock proposed to be included therein by persons other than those owned by Purchasers (the "Other Shares") would interfere with the successful marketing of such securities, then the number of shares of Common Stock and Other Shares to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) if and to the extent that the managing underwriter underwritten public offering shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company thereinreduced, pro rata; provided, however, that in no event -------- -------- ------- may less than twenty percent (20%) such reduction have the effect of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effect.not permitting at least

Incidental Registration. If Each time the Company at any time shall determine to file a registration statement under the Securities Act (other than pursuant to Section 4 on Form S-8 or Section 6Form S-4) proposes to register in connection with the proposed offer and sale for money of any of its securities under by it or by any of its security holders, the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it Company will give written notice of its determination to all Right Holders holders of its intention so to doRegistrable Stock. Upon the written request of any such Right Holder, received by the Company within 30 days after the giving a holder of any such notice by the Company, to register any of its Registrable SharesStock, the Company will use its best efforts to cause all such Registrable Stock, the Registrable Shares as to holders of which registration shall have been so requested registration thereof, to be included in the securities to be covered by the such registration statement proposed to be filed by the Companystatement, all to the extent requisite to permit the sale or other disposition by the holder prospective seller or sellers of such the Registrable Shares Stock to be so registeredregistered in accordance with the terms of the proposed offering. In If the event that any registration statement is to cover an underwritten distribution, the Company shall use its best efforts to cause the Registrable Stock requested for inclusion pursuant to this Section 5 shall be11(b) to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in whole or in part, an underwritten the good faith judgment of the managing underwriter of such public offering of Common Stockoffering, the number inclusion of all of the Registrable Stock requested to be registered would materially and adversely affect the successful marketing of the other shares proposed to be offered, then the amount of the Registrable Stock to be included in the offering shall be reduced and the Registrable Stock and the other shares to be offered shall participate in such offering as follows: the shares to be sold by the Company shall receive priority along with, if the registration statement is filed because of the exercise of demand registration rights by one or more shareholders, the shares to be sold by such shareholder(s), and the Registrable Stock and any other shares of Common Stock to be included in such an underwriting may offering shall be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, pro rata in proportion to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 in no event may less than twenty percent (20%) of the total number of shares of Common Stock proposed to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through offering by each holder of such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectshares.

Incidental Registration. If the Company at any time after the Second Public Offering (other than pursuant to Section 4 Sections 2.4 or Section 62.6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 15 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares Restricted Stock so registered. In the event that any registration pursuant to this Section 5 2.5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and provided, further, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares shares of Restricted Stock unless the underwriting is in connection with the Company’s initial public offering and the managing underwriter shall in good faith advise the Right Holders holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares shares of Restricted Stock which, in its opinion, can be included in the registration and underwriting without such an effect.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would materially adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and provided, further, however, that in no event may less than twenty thirty-five percent (2035%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares shares of Restricted Stock unless the managing underwriter shall in good faith advise the Right Holders holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares shares of Restricted Stock which, in its opinion, can be included in the registration and underwriting without such an effect.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities shares of 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 (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its reasonable best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, ; provided, however, that (i) the number of shares of Restricted Stock shall not be reduced if any other shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock and (ii) in no event may less than twenty thirty-three percent (2033%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless shares of Restricted Stock, except for a registration relating to the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation wouldCompany’s initial public offering, in its opinion, materially adversely affect which case no less than ten percent (10%) of the offering price or its ability to complete the offering and shall specify the total number of Registrable Shares which, in its opinion, can shares of Common Stock to be included in the registration and such underwriting without such an effectshall be made available for shares of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes shall determine to register any of its Ordinary Shares, or any securities under the Securities Act convertible into or exchangeable or exercisable for sale to the publicOrdinary Shares, whether for its own account or for the account of any shareholder (other security holders or both (except with respect to than a registration statements on Forms X-0F-4, X-0 or another F-8 or any replacement or successor form not available for registering the Registrable Shares for sale to the publicthereof), each Holder shall be entitled to include Registrable Securities, on a pro rata basis with the other Holder based on the number of Registrable Securities then held by each Holder, in such time it will registration (and related underwritten offering, if any) (each, an "Incidental Registration") on the following terms and conditions: 3 4 (a) The Company shall promptly give written notice of such determination to all Right the Holders, and the Holders shall have the right to request, by written notice given to the Company within thirty (30) days of the receipt by Holders of its intention so such notice of determination, that a specific number of Registrable Securities held by Holders be included in such Registration Statement; (b) If the proposed registration relates to do. Upon an underwritten offering, the written request notice called for by Section 3(a) shall specify the name of the managing underwriter for such offering and the number of securities to be registered for the account of the Company and for the account of any other stockholder of the Company; (c) If the proposed registration relates to an underwritten offering, each Holder must: (i) sell all or a portion of its Registrable Securities on the same basis provided in the underwriting arrangements approved by the Company; and (ii) complete and execute all questionnaires, powers of attorney, indemnities (but only to the extent such Right indemnities relate specifically to information supplied by such Holder), received hold-back agreements, underwriting agreements and other documents on the same basis as other similarly situated selling shareholders (or, if there are no other selling shareholders, as would be customary in a transaction of this type) required under the terms of such underwriting arrangements or by the SEC; (d) If the managing underwriter for the underwritten offering under the proposed registration to be made by the Company within 30 days after the giving determines that inclusion of all or any such notice by the Company, to register any portion of its Registrable Shares, the Company will use its best efforts to cause the Registrable Shares as Securities in such offering would adversely affect the ability of the underwriter for such offering to which registration shall have been so sell all of the securities requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the for sale or other disposition by the holder of price per share in such Registrable Shares 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 Stockoffering, the number of shares of Common Stock to that may be included in such an underwriting registration in such offering shall be allocated as follows: (i) first, the Company (if such registration was initiated thereby) or the selling shareholder exercising demand registration rights, as the case may be, shall be reduced (first by eliminating any shares held by stockholders permitted to include all of the Company other than Right Ordinary Shares to be registered thereby; and (ii) second, the Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders on a pro rata to basis with one another, based on the respective number of Registrable Shares required Securities then held by each Holder, and any other selling shareholder exercising piggyback registration rights shall be allowed to include such amount of Registrable Securities as the Right Holders to be included in the registrationmanaging underwriter(s) if and deems appropriate (on a pro rata basis with one another but only to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities pro rata basis applies to be sold by the Company therein, provided, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Ordinary Shares still retained at the time of such cutback); (e) Each Holder shall have the right to withdraw its Registrable Shares whichSecurities from the Registration Statement at any time prior to the effective date thereof, but if the same relates to an underwritten offering, it may only do so after the initial filing thereof during the time period and on terms deemed appropriate by the managing underwriters for such underwritten offering; and (f) The Company or any other shareholder exercising demand registration rights shall have the right to terminate or withdraw any registration statement filing under this Section 3 prior to the effective date of such registration for any reason without liability to the Holders as a result thereof, whether or not either Holder has elected to include its securities in its opinion, can be included in the registration and underwriting without such an effectregistration.

Incidental Registration. If the Company at any time (other than ----------------------- pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, -------- however, that such number of shares of Restricted Stock shall not be reduced if ------- any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and provided, -------- further, however, that in no event may less than twenty percent (20%) one-third of the total number ------- ------- of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless shares of Restricted Stock. Notwithstanding the managing underwriter shall foregoing provisions, the Company may withdraw any registration statement referred to in good faith advise this Section 5 without thereby incurring any liability to the Right Holders proposing to distribute their securities through such underwriting that such level holders of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectRestricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0S-4, X-0 or xx another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holder, holder received by the Company within 30 days after the giving of any such notice by the Company, Company to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with such written request) of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any pro rata among the requesting holders based upon the number of shares of Restricted Stock held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registrationsuch requesting holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, ; provided, however, that in no event may less than twenty percent (20%) of the total such number of shares of Common Restricted Stock shall not be reduced if any shares are to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall account of any person other than the Company or requesting Purchasers holding Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in good faith advise this Section 5 without thereby incurring any liability to the Right Holders proposing to distribute their securities through such underwriting that such level holders of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectRestricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) following the Effective Date, proposes to register any of its securities, (other than a registration statement on Form S-8 or any successor form for securities under to be offered to employees of the Securities Act for sale Company pursuant to the publicany employee benefit plan or a registration statement on form F-4 or any other successor form), whether for its own account or for the account of any other security holders or both (except with respect to registration statements on Forms X-0person, X-0 or another form not available for registering the Registrable Shares for sale it shall give notice to the public), each Holder of such time it will give written notice to all Right Holders of its intention so to dointention. Upon the written request of any such Right Holder, received by the Company Holder given within 30 twenty (20) days after the giving receipt of any such notice notice, the Company shall include in such registration all of the Registrable Shares indicated in such request, so as to permit the disposition of the shares so registered in the manner requested by the Holder. Notwithstanding any other provision of this Section 2, with respect to an underwritten public offering by the Company, to register any of its Registrable Shares, if the managing underwriter advises the Company will use its best efforts to cause the Registrable Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale writing that marketing or other disposition by the holder factors require a limitation of such Registrable Shares 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 Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holdersunderwritten, then by eliminating any shares which the Company may wish to register for its own account, there shall be excluded from such registration and thereafter, underwriting to the extent necessarynecessary to satisfy such limitation, by eliminating shares held by the Right Holders Holder and by other shareholders of the Company who are entitled to have their shares included in such registration, pro rata among them to the respective number of extent necessary to satisfy such limitation. To the extent Registrable Securities are excluded from such underwriting, the Holder shall agree not to sell its Registrable Shares included in the registration statement for such period, not to exceed 180 days, as may be required by the Right Holders managing underwriter, and the Company shall keep effective and current such registration statement for such period as may be required to be included in enable the registration) if Holder to complete the distribution and resale of its Registrable Shares Notwithstanding the provisions of this Section 2, the Company shall have the right at any time after it shall have given notice to the extent that the managing underwriter shall be of the opinion that Holder, to elect not to file any such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, proposed registration statement; provided, however, that in no event may less than twenty percent (20%) each key officer and director of the total number Company and each person who, at the time of shares the proposed filing of Common Stock to be included in such underwriting be made available for Registrable Shares unless public offering, beneficially owns 1% or more of the managing underwriter outstanding capital stock of the Company, on a fully-converted, fully-diluted basis, shall in good faith advise enter into the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectsame agreement.

Incidental Registration. If the Company 2.1 If, at any time (other than pursuant to Section 4 or Section 6i) the Company proposes to register any of its securities (including in the event of the Company’s IPO) or (ii) the Company proposes to register any securities owned by anyone other than the Investor Holders, other than (a) in a registration under Section 3 of this Agreement or (b) a registration on Form S-8 or Form S-4, the Securities Act for sale Company shall give notice to the publicHolders of such intention, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale at least 45 days prior to the public), each filing of the registration statement in connection with such time it will give written notice to all Right Holders of its intention so to doregistration. Upon the written request of any such Right Holder, received by the Company Holder given within 30 twenty (20) days after the giving receipt of any such notice by the Company, to register any of its Registrable Sharesnotice, the Company will use its best efforts to cause shall include in such registration all of the Registrable Shares indicated in such request(s) of the Holders, so as to which registration shall have been permit the disposition of the shares so requested. 2.2 Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the securities number that can be sold in such offering without adversely affecting such underwriter’s ability to be covered by effect an orderly distribution of such securities, the registration statement proposed to be filed by Company will include in such registration: (i) first, the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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’s securities; (ii) second, the number of shares of Common Stock Investor Registrable Shares requested to be included that, in the opinion of such underwriters, can be sold, pro rata, among the holders of such securities on the basis of the number of Investor Registrable Shares then held by each Investor Holder seeking to participate in such an underwriting may be reduced registration; and (first by eliminating any shares held by stockholders of iii) third, the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Founder Registrable Shares required by the Right Holders requested to be included that, in the opinion of such underwriters, can be sold, pro rata, among the holders of such securities on the basis of the number of Founder Registrable Shares then held by each Holder of Founder Registrable Shares seeking to participate in such registration; and (iv) fourth, the number of securities other than Registrable Shares requested to be included that, in the opinion of such underwriters, can be sold, pro rata, among the holders of such securities on the basis of the number of securities requested to be included by such holders in the registration) 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 in no event may less than twenty percent (20%) of the total number of shares of Common Stock to any event, all Investor Registrable Shares must be included in such underwriting be made available for registration prior to the Founder Registrable Shares unless and any other shares of the managing underwriter shall in good faith advise Company (with the Right Holders proposing exception of shares to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect be issued by the offering price or its ability Company to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectpublic).

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders securityholders or both (except with respect to registration statements on Forms X-0S-4, X-0 S-8 or another form anotxxx xxxx not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it the Company will give written notice to all Right Holders of outstanding Restricted Stock of its intention so to dodo so. Upon the written request of any such Right Holder, Holder received by the Company within 30 days after of the giving of any such notice by the Company, Company to register any of its Registrable Sharessuch Holder's Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its reasonable best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder Holder (in accordance with such Holder's written request) of such Registrable Shares 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 StockStock or Common Stock Equivalents, the number of shares of Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, or the requesting party therein or that such reduction is otherwise advisable; provided, however, that after any shares to be sold by holders that do not have contractual rights to have shares included in no event may less than twenty percent (20%such registration have been excluded, shares to be sold by the Holders shall be excluded in such manner that the shares to be excluded shall first be the shares of selling Holders and other requesting holders who, in each case, are not Affiliate Holders and whose shares are then saleable under Rule 144(e) or Rule 144(k) under the Securities Act and then pro rata among them, and if further reduction is necessary, shall next be pro rata among the remaining shares of the total selling Holders and other requesting holders who are Affiliate Holders or whose share are not then saleable under Rule 144(e) or Rule 144(k), unless such registration is pursuant to the exercise of a demand right of another securityholder, in which event such securityholder shall be entitled to include all shares it desires to have so included before any shares of Restricted Stock or shares of any other holder are included therein and; provided, however, that, notwithstanding anything in this Agreement to the contrary, in respect of the first underwritten public offering following the date of this Agreement, no reduction shall reduce the number of shares which may be sold by requesting Holders to less than 25% of Common Stock the shares to be included sold in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectoffering.

Incidental Registration. If (a) Each time the Company at any time (other than pursuant shall determine to Section 4 or Section 6) proposes to register proceed with the actual preparation and filing of a registration statement under the 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 the first offering by the Company of Common Shares pursuant to a registration statement filed under the Securities Act for sale to and other than a registration statement on a form that does not permit the public, whether for inclusion of shares by its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the publicholders), each such time it the Company will give written notice to all Right Holders of its intention so determination to doOptionee. Upon the written request of any such Right Holder, received by the Company Optionee given within 30 twenty days after the giving receipt of any such notice by from the Company, to register any of its Registrable Shares, the Company will use its best efforts to will, except as herein provided, cause the Registrable Shares all shares of Purchased Stock (as hereinafter defined) as to which registration Optionee shall have been so requested registration to be included in the securities to be covered by the such registration statement proposed to be filed by the Companystatement, all to the extent requisite to permit the sale or other disposition by Optionee of the holder of such Registrable Shares 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. In the event that If any registration pursuant to this Section 5 11 shall be, be underwritten in whole or in part, an underwritten the Company may require that the Purchased Stock requested for inclusion pursuant to this Section 11 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of Common Stockany or all of the Purchased Stock originally covered by a request for registration would reduce the number of shares to be offered by the Company, the number of shares of Common Purchased Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among Optionee and holders of other shares proposed to be included in such an underwriting may be reduced registration. Notwithstanding the foregoing, if any securities are registered by the Company pursuant to (first by eliminating any shares held by i) that certain Stock Purchase Agreement dated as of September 3, 1997 amount the Company and certain preferred stockholders of the Company other than Right Holders(as the same may be amended from time to time hereafter), (ii) warrants to purchase Company securities outstanding as of the date hereof, and (iii) rights granted from time to time to additional purchasers of shares of preferred stock of the Company (all such securities included in (i), (ii) and (iii) being referred to as "Registrable Securities"), then Purchased Stock shall be included in such offering and registration statement only to the extent that inclusion of the Purchased Stock will not reduce the amount of Registrable Securities to be registered in such offering. (b) If and whenever the Company is required by eliminating the provisions of this Section 11 to effect the registration of shares of Purchased Stock under the Act, the Company will: (i) prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to such securities, and use all reasonable efforts to cause such registration statement to become and remain effective for such period as may be reasonably necessary to effect the sale of such securities, not to exceed six months; (ii) prepare and file with the Commission such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for such period as may be reasonably necessary to effect the sale of such securities, not to exceed six months; (iii) furnish to Optionee such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as Optionee may reasonably request in order to facilitate the public offering of such securities; (iv) use all reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as Optionee may reasonably request in writing within 20 days following the original filing of such registration statement, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified; (v) notify Optionee promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (vi) notify Optionee promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information; (vii) prepare and file with the Commission, promptly upon the request of Optionee, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for Optionee (and concurred in by counsel for the Company), is required under the Act or the rules and regulations thereunder in connection with the distribution of the Purchased Stock by Optionee; (viii) prepare and promptly file with the Commission and promptly notify Optionee of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading; (ix) advise Optionee, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (x) otherwise use its best efforts to comply with all the rules and regulations of the Commission, and make available to the security holders, as soon as is reasonably practicable (but not more than 18 months) after the effective date of a registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Act; (xi) make available for inspection by Optionee and its attorneys and representatives all financial and other record sand other information, pertinent corporate records and properties of the Company as shall be necessary for Optionee to exercise its due diligence responsibilities; and (xii) at the request of Optionee, furnish: (i) an opinion, dated as of the closing date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Optionee, in form and substance as is customarily given to underwriters in an underwriter public offering; and (ii) letters dated as of the effective date of the registration statement and as of the closing date, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to Optionee, in form and substance as is customarily given to underwriters in an underwritten public offering. (c) With respect to each inclusion of shares of Purchased Stock in a registration statement pursuant to this Section 11 the Company shall bear the following fees, costs and expenses: all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, fees and disbursements of counsel for the underwriter or underwriters of such securities, including the fees or expenses of any "qualified independent underwriter" pursuant to NASD rules or fees and expenses related to any "road show" (if the Company is required to bear such fees and disbursements), all internal Company expenses, all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the securities to be offered are to be registered or qualified, the premiums and other costs of policies of insurance against liability (if any) arising out of such public offering. Fees and disbursements of counsel and commissions and transfer taxes relating to the shares included in the offering by Optionee, and any other expenses incurred by Optionee not expressly included above, shall be borne by the Optionee; provided that if the Company provides counsel or pays the expense of counsel for any other holder of securities included in any such offering the Company shall seek to have such counsel also represent the Optionee (provided that the Company shall not be required to incur or be responsible for any additional costs, fees or expenses of such counsel arising from its representation of the Optionee). (d) In the event that any Purchased Stock is included in a registration statement under this Section 11: (i) The Company will indemnify and hold harmless Optionee, its directors and officers, and each person, if any, who controls Optionee or such underwriter within the meaning of the Act, from and against, and will reimburse Optionee and each such underwriter and controlling person with respect to, any and all loss, damage, liability, cost and expense to which Optionee or any such underwriter or controlling person may become subject under the Act or otherwise, insofar as such losses, damages, liabilities, cost or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by Optionee, any other indemnified party or person controlling the indemnified party in writing specifically for use in the preparation thereof. (ii) Optionee will indemnify and hold harmless the Company, its directors and officers, any controlling person and any underwriter from and against, and will reimburse the Company, its directors and officers, any controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which the Company or any controlling person and/or any underwriter may wish become subject under the Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to register state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by such holder specifically for its own accountuse in the preparation thereof. (iii) Promptly after receipt by an indemnified party pursuant to the provisions of paragraph (i) or (ii) of this Section 11(d) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said paragraph (i) or (ii), promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than hereunder. In case such action is brought against any indemnified party and thereafterit notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent necessarythat it may wish, by eliminating shares held by jointly with any other indemnifying party similarly notified, to assume the Right Holders pro rata defense thereof, with counsel satisfactory to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 thereinindemnified party, provided, however, if the defendants in any action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, or if there is a conflict of interest which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select separate counsel to participate in no event may the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said paragraph (i) or (ii) for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (A) the indemnified party shall have employed counsel in accordance with the provision of the preceding sentence, (B) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action, or (C) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party, but in each such case, only for reasonable cost and expenses and only for one such counsel. (iv) If the indemnification provided for in this Section 11(d) is unavailable or insufficient to hold harmless an indemnified party under subsection (i) or (ii) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (i) or (ii) above, (A) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Optionee from the offering of the Purchased Stock and (B) the relative fault of the Company and the Optionee in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. Optionee shall not be required to contribute any amount in excess of the amount received by Optionee in such offering less than twenty percent the amount of damages which Optionee has otherwise been required to pay by reason of an untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (20%within the meaning of Section 11(f) of the total number Act) shall be entitled to contribution from any person who was not guilty of shares such fraudulent misrepresentation. (e) The registration rights set forth in this Section 11 shall cease upon the earliest of Common (i) the effective registration under the Act of all of the Purchased Stock, (ii) registration under the Act is no longer required for the immediate public distribution of all of the Purchased Stock as a result of the provisions of Rule 144 under the Act (or any successor provision thereto (provided that registration shall be available for any stock acquired upon further purchases under the Option in accordance with the terms hereof), and (iii) such Purchased Stock ceases to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectoutstanding.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to any registration statements filed pursuant to the Registration Rights Agreement or any registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to dodo so. Upon the written request of any such Right Holderholder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its reasonable best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite required to permit the sale or other disposition by the holder of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that (i) prior to August , 2010, the rights of holders of Restricted Stock to register shares pursuant to this Section 5 shall be subject to the rights of the Purchasers to register securities representing a minimum of 30% of the securities to be registered in such registration statement (or such lesser amount of securities as Purchasers holding a majority of the then outstanding Registrable Securities (as defined in the Registration Rights Agreement) shall agree), and (ii) following August , 2010, (a) such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and (b) in no event may less than twenty percent (20%) one-third of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless shares of Restricted Stock. Notwithstanding the managing underwriter shall foregoing provisions, the Company may withdraw any registration statement referred to in good faith advise this Section 5 without thereby incurring any liability to the Right Holders proposing to distribute their securities through such underwriting that such level holders of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectRestricted Stock.

Incidental Registration. If (a) Whenever the Company at any time proposes to file a Registration Statement (other than pursuant to Section 4 or Section 6subsection 11.3) proposes at any time and from time to register any of its securities under the Securities Act for sale time, it will, prior to the publicsuch filing, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it will give written notice to all Right Holders Stockholders of its intention to do so to do. Upon and, upon the written request of any such Right Holder, received by the Company a Stockholder or Stockholders given within 30 20 days after the giving of any Company provides such notice by (which request shall state the Company, to register any intended method of its disposition of such Registrable Shares), the Company will shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Purchasers and their successors and assigns shall be entitled to include two Registrable Shares in any such registration for every one share of the Founder's Registrable Shares included in such registering; and further provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this subsection 11.4 without obligation to any Stockholder. (b) In connection with any offering under this subsection 11.4 involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. If in the opinion of the managing underwriter the registration of all, or part of, the Registrable Shares as which the holders have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares, if any, which registration the managing underwriter believes may be sold without causing such adverse effect, but in no event shall have been so requested the amount of Registrable Shares included in the offering be reduced below 30% of the total amount of securities included in the offering, unless such offering is the initial public offering of the Company's securities. If the number of Registrable Shares to be included in the securities underwriting in accordance with the foregoing is less than the total number of shares which the holders of Registrable Shares have requested to be covered by included, then the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder holders of such Registrable Shares so registered. In the event that any who have requested registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number and other holders of shares of Common Stock entitled to be included include shares of Common Stock in such an registration shall participate in the underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 in no event may less than twenty percent (20%) of the based upon their total number ownership of shares of Common Stock of the Company. If any holder would thus be entitled to include more shares than such holder requested to be included in such underwriting registered, the excess shall be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute allocated among other requesting holders pro rata based upon their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number total ownership of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectShares.

Incidental Registration. If the Company at any time (other than ----------------------- pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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 Class A Common Stock, the number of shares of Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that in no event may less than twenty percent (20%) of the total such number of shares of Common Restricted Stock shall -------- ------- not be reduced if any shares are to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall account of any person other than the Company or requesting holders of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in good faith advise this Section 5 without thereby incurring any liability to the Right Holders proposing to distribute their securities through such underwriting that such level holders of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectRestricted Stock.

Incidental Registration. If 5.1. At any time following an IPO, if the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its stock or other securities under in connection with the Securities Act public offering of such securities solely for cash (other than (i) a registration in connection with an IPO, (ii) a registration of securities to be offered by employees pursuant to an employee benefit plan on Form S-8, a registration in connection with an exchange offer or (iii) any acquisition or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), it shall give notice to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it will give written notice to all Right Holders of its intention so to dosuch intention. Upon the written request of any such Right Holder, received by the Company Holder given within 30 twenty (20) days after the giving receipt of any such notice by the Company, to register any of its Registrable Sharesnotice, the Company will shall use its best efforts to cause include in such registration all of the Registrable Shares Securities, as the case may be, indicated in such request, so as to permit the disposition of the shares so registered. Such requests shall not be deemed as “Demand” registrations. 5.2. Notwithstanding any other provision of this Section 5, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the following shares shall participate in the registration, in the following order: (i) first, securities which registration shall have been so the Company wishes to register for its own behalf; (ii) second, Preferred E Registrable Securities, allocated among the Holders of the Preferred E Registrable Securities pro rata, according to the number of Preferred E Registrable Securities of each such Holder of Preferred E Registrable Securities requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares so registered. In the event that any registration pursuant to this Section 5 shall beregistration, in whole or a number up to 30% of the aggregate number of shares registered in partsuch registration; (iii) third, an underwritten public offering Preferred D Registrable Securities, allocated among the Holders of Common Stockthe Preferred D Registrable Securities pro rata, according to the number of shares Preferred D Registrable Securities of Common Stock to be included in each such an underwriting may be reduced (first by eliminating any shares held by stockholders Holder of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Preferred D Registrable Shares required by the Right Holders Securities requested to be included in the registration) if and , in a number up to the extent that the managing underwriter shall be 30% of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that in no event may less than twenty percent (20%) of the total aggregate number of shares registered in such registration for the benefit of Common Stock any party other than the Company; (iv) fourth, Registrable Securities which are not Preferred D Registrable Securities or Preferred E Registrable Securities allocated among the Holders of Registrable Securities which are not Preferred D Registrable Securities or Preferred E Registrable Securities, pro rata, according to the number of Registrable Securities which are not Preferred D Registrable Securities or Preferred E Registrable Securities requested to be included in the registration; and (v) fifth, any other securities of the Company. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 5 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. 5.3. In connection with any offering involving an underwriting of securities being issued by the Company, the Company shall not be required under Section 5 to include any of Holders’ securities in such underwriting be made available for Registrable Shares unless they accept the managing underwriter shall terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation wouldquantity, if any, as will not, in its opinionthe opinion of the underwriters, materially adversely affect jeopardize or reduce the success of the offering price or its ability by the Company (subject to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectSection 5.2).

Incidental Registration. If Whenever the Company at any time shall propose to file a registration statement (other than pursuant to Section 4 on Form S-4 or Section 6Form S-8 or any successor or similar form) proposes to register any of its securities under the Securities Act for sale relating to any offering of Voting Securities or any other securities of the Company, the Company shall (i) promptly give notice thereof to the publicInvestor, whether for its own account or for advising the account Investor of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it will give written notice to all Right Holders kind and amount of its intention so to do. Upon the written request of any such Right Holder, received securities proposed by the Company within to be so registered and of the Investor's right hereunder (subject to the proviso to this sentence) to have any or all Voting Securities then owned, directly or indirectly, by the Investor or any of the Investor Related Parties included among the securities to be covered by such registration statement and offering an opportunity for 30 days after (or, in the giving case of any a registration statement on Form S-3, for 20 days) from the date of such notice to request to have any or all of such Voting Securities so included, (ii) with reasonable promptness file such registration statement covering (subject to the proviso to this sentence) the Voting Securities timely requested by the Company, Investor to register any of its Registrable Shares, the Company will be so included and (iii) use its best efforts to cause such registration statement to become effective and to remain effective for the Registrable Shares as to which registration shall have been so requested to be included in the securities to be covered period specified by the registration statement proposed to be filed by the Company, all to the extent requisite Investor as required to permit the offering and sale or other disposition by the holder Investor or such Investor Related Party, as the case may be, of such Registrable Shares so registered. In the event that any registration Voting Securities covered thereby (but not for more than six months from the effective date thereof); PROVIDED that, if the Investor shall have requested pursuant to this Section 5 shall be5.2 that Voting Securities owned, in whole directly or in partindirectly, by the Investor or such Investor Related Party be included among the securities covered by any such registration statement relating to an underwritten public offering of Common StockVoting Securities or Convertible Securities, (a) the number Company may, to the extent necessary in the opinion of shares the managing underwriter of Common Stock such offering to permit the successful distribution of all Voting Securities or Convertible Securities to be included in such an underwriting may offering, require the Investor or such Investor Related Party to reduce the number of Voting Securities proposed by the Investor to be reduced so included (first by eliminating which reduction shall be in the same proportion as any shares held by stockholders of similar reduction then imposed with respect to securities the Company then proposes to register (other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 issued by the Company)), so as to permit, in the opinion of the managing underwriter, such successful distribution and (b) if any Voting Securities owned by the Investor or any Investor Related Party are thereafter included among the securities covered by such registration statement, the Investor or such Investor Related Party and the Company shall agree, if requested by such managing underwriter in order to facilitate the distribution of the Voting Securities or Convertible Securities proposed to be sold under such registration statement, not to sell any other Voting Securities (or Convertible Securities) in the public market for a period not to exceed 90 days after the effective date of such registration statement. Anything in this Section 5.2 to the contrary notwithstanding, (A) if, at any time after giving notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give notice of such determination to the Investor and thereupon shall be relieved of its obligation to register any Voting Securities in connection with such registration and (B) if such registration involves an underwritten public offering of Voting Securities by the Company, the Investor or such Investor Related Party, as the case may be, must sell the Voting Securities proposed by the Investor to be registered that are of the same class or series of a class proposed by the Company therein, provided, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in registered to the underwriters selected by the Company at the same price as applies to the Company. If a registration requested pursuant to this Section 5.2 involves an underwritten public offering, the Investor may elect, by notice to the Company prior to the effective date of such underwriting registration statement, not to register Voting Securities previously proposed by the Investor to be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through registered under such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectstatement.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0S-4, X-0 or xx another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its reasonable best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the number managing underwriter advises the Company in writing that in such underwriter's good faith determination the marketing factors require a limitation of shares the amount of Common Restricted Stock to be included underwritten in such an underwriting may be reduced registration then (first by eliminating any shares held by stockholders a) if such registration is a primary registration on behalf of the Company other than Right HoldersCompany, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) if and shall (to the extent that the managing underwriter shall be of the opinion believes that such inclusion would adversely affect securities can be sold in such offering without having an adverse effect upon the marketing of the securities to be sold by such offering) register in such registration (i) first, the Company thereinsecurities which the Company proposes to sell in such registration, provided(ii) second, however, that the Restricted Stock held by Investor Stockholders which they propose to sell in no event may less than twenty percent (20%) of such registration on a pro rata basis based upon the total number of shares of Common Restricted Stock owned by such holders, (iii) third, Restricted Stock held by ITI and Casty which they propose to be included sell in such underwriting be made available registration on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders and (iv) fourth, securities held by other parties eligible for Registrable Shares unless inclusion in such registration statement on a pro rata basis based upon the amount of securities held by them, and (b) if such registration is a secondary registration, the Company shall (to the extent that the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting believes that such level securities can be sold in such offering without having an adverse effect upon the marketing of participation wouldsuch offering) register in such registration (i) first, the Restricted Stock held by Investor Stockholders which they propose to sell in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify such registration on a pro rata basis based upon the number of Registrable Shares whichshares of Restricted Stock owned by such holders, in its opinion(ii) second, can be included in the registration Restricted Stock held by ITI and underwriting without such an effect.Casty

Incidental Registration. (a) If the Company Corporation at any time proposes to register on a firmly underwritten public offering basis any of its shares of Class A Common Stock to be offered for cash for its own account pursuant thereto (other than a registration requested pursuant to Section 4 or Section 6) proposes 2.2 hereof), it shall give written notice (the "Corporation's Notice"), at its expense, to register any all holders of Registrable Stock of its securities intention to do so at least 15 days prior to the filing of a registration statement with respect to such registration with the Commission. If any holder of Registrable Stock desires to dispose of all or part of such stock, it may request registration thereof in connection with the Corporation's registration by delivering to the Corporation, within ten days after receipt of the Corporation's Notice, written notice of such request (the "Holder's Notice") stating the number of shares of Registrable Stock to be disposed. The Corporation shall use good faith reasonable efforts to cause all shares of Class A Common stock specified in the Holder's Notice to be registered under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it will give written notice to all Right Holders of its intention so to do. Upon the written request of any such Right Holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable Shares, the Company will use its best efforts to cause the Registrable Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by such holder or holders of the holder of such Registrable Shares shares so registered. In , subject however, to the event limitations set forth in Section 2.5 hereof. (b) Notwithstanding anything to the contrary contained in this Section 2.4, no person (as defined, for these purposes, in Rule 144 (a) (2) of the Commission under the Securities Act) who then beneficially owns one percent (it) or less of the outstanding shares of Class A Common Stock (including the Registrable Stock) may request that any of its shares of Registrable Stock be included in any registration statement filed by the Corporation pursuant to this Section 5 shall be2.4 unless, in whole or in partthe opinion of counsel for such person, an underwritten public offering such person's intended disposition of Common Stock, the number of shares of Common Registrable Stock to could not be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders effected within 90 days of the Company other than Right Holdersdate of said opinion without registration of such shares under the Securities Act (assuming, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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, howeverthis purpose, that if "current public information" (as defined in no event may less than twenty percent (20%Rule 144(c) of the total number Commission under the Securities Act) is available with respect to the Corporation as of shares the date of Common Stock to be included in such underwriting be made opinion, it will remain so available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effect90-day period).

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities Common Stock under the Securities Act for sale to the public, whether for its own account or (on a form available for the account registration of Restricted Common Stock by the holders thereof other security holders than a registration on Form S-8, or both (except any successor or similar forms or a shelf registration under Rule 415 for the sole purpose of registering shares to be issued in connection with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the publicacquisitions), it will at each such time it will give written notice to all Right the Eligible Holders of its intention so to do. Upon the do and, upon written request of any such Right Holder, received given by the Company Eligible Holders within 30 days after the giving receipt of any such notice (which request shall state the intended method of disposition of such securities by the Company, to register any of its Registrable Sharessuch Eligible Holder), the Company will use its best efforts to cause the Registrable Shares as all or any Restricted Common Stock held by such Eligible Holder or which such Eligible Holder is then entitled to which registration shall have been so requested acquire to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite registered so as to permit the sale or other disposition (in accordance with the intended methods thereof), as aforesaid by the holder of such Registrable Shares 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 Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 thereinEligible Holder, provided, however, that in no event the Company may less than twenty percent (20%) at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of the total number of shares of Common Stock such other securities originally proposed to be included in such underwriting registered. If an offering pursuant to this Section 13.6 is to be made available for Registrable Shares unless through underwriters, the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation wouldmay, if in its opinionreasonable opinion marketing factors so require, materially adversely affect limit (pro rata according to the offering price or its ability market value of securities proposed to complete the offering and shall specify be registered by each Eligible Holder) the number of Registrable Shares which, in its opinion, can be included in (or eliminate entirely from the registration and underwriting without such an effectoffering all of the) securities which Eligible Holders may register pursuant to this Section 13.6.

Incidental Registration. If the Company at any time following one hundred eighty (180) days after the date of this Warrant Agreement (other than pursuant to Section 4 or Section 612(a)) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0S-4, X-0 S-8 or another form not available for registering the Registrable Shares for Warrant Sxxxxx xxr 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 give written notice to all Right Holders holders of outstanding Warrant Shares of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 thirty (30) days after the giving of any such notice by the Company, to register any of its Registrable Warrant Shares, the Company will use its best efforts to cause the Registrable such Warrant Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Warrant Shares so registered. In the event that any registration pursuant to this Section 5 12(b) shall be, in whole or in part, be an underwritten public offering of Common Stock, the number of shares of Common Stock Warrant Shares to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 to be sold by the Company therein, providedand, howeverin such case, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock securities that are entitled to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without shall be allocated in the following manner: The securities of the Company held by officers, directors and other 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 an effectregistration, 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 the holders of Warrant Shares shall be reduced, on a pro rata basis (based on the number of shares held by such holders of Warrant Shares), by such minimum number of shares as is necessary to comply with such limitation; provided, however, that the registration rights granted hereunder are subject to such contractual registration rights of such Demand Holders.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether Shares for its own account or for the account of any Shareholder (other security holders than a registration statement on Form S-4 or both (except with respect to registration statements on Forms X-0, X-0 S-8 promulgated under the Act or another any successor form not available for registering or other similar form under the Registrable Shares for sale to the publicsecurities law of any other jurisdiction), each such time it will shall promptly give written notice to all Right Holders each Shareholder holding at least 10% of the then issued Shares of its intention so to do. Upon do so, and, if within 10 Business Days after the written request receipt of such notice, any such Right Holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesShareholder so requests in writing, the Company will use its best efforts shall include in such registration all Shares that such Shareholder shall specify in writing. However, if the proposed registration is to cause be underwritten, the Registrable Shares as to which registration mana-ging underwriter shall have been so requested the right to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable exclude Shares 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 Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata Shareholders from such registration if it advises the Company that such exclusion is necessary to avoid interfering with the respective number of Registrable Shares required by the Right Holders to be included in the registrationsuccessful marketing (including pricing) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing underwritten portion of the securities to be sold by the Company thereinpublic offering, provided, however, that the Shares to be included in no event may less any such registration other than twenty percent (20%) of those being sold by the total Company shall be allocated pro rata among the affected holders based upon the ratio that the number of shares Shares then owned by each Shareholder thereof bears to the aggregate number of Common Stock Shares then owned by all such holders who requested to be included in such underwriting registration, provided, further, however, that if such registration is being effected pursuant to the exercise by a Shareholder of its right pursuant to Section 12.2 above (the "Initiating Shareholder"), the Shares to be made available for Registrable Shares unless the managing underwriter included in such registration shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration following order: (i) first, the Shares held by the Initiating Shareholder; (ii) second, the Shares being registered by the Company; and underwriting without (iii) third, pro rata among the other Shareholders (other than the Initiating Shareholder) based upon the ratio that the number of Shares then owned by each such an effectShareholder bears to the aggregate number of Shares then owned by all such holders who requested to be included in such registration.

Incidental Registration. If the Company at any time (other than ----------------------- pursuant to Section 4 3 or Section 65) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares Restricted Stock so registered. In the event that any registration pursuant to this Section 5 4 shall be, in whole or in part, an underwritten public offering of Class A Common Stock, the number of shares of Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion reasonably and in good faith recommend that such inclusion would adversely affect the price and marketing of the securities to be sold by the Company therein, which recommendation and supported reasoning shall be delivered to the holders of Restricted Stock requesting registration, provided, however, -------- ------- that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and provided, -------- further, however, that in no event may less than twenty percent (20%) one-fourth of the total number ------- ------- of shares of Class A Common Stock to be included in such underwriting be made available for Registrable Shares unless shares of Restricted Stock. Notwithstanding the managing underwriter shall foregoing provisions, the Company may withdraw any registration statement referred to in good faith advise this Section 4 without thereby incurring any liability to the Right Holders proposing to distribute their securities through such underwriting that such level holders of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectRestricted Stock.

Incidental Registration. If (but without any obligation to do so) the Company at any time (other than including pursuant to Section 4 5 or Section 67, provided that a registration under Section 7 shall be an underwritten public offering of Common Stock) proposes to register any of its securities shares of 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 (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public, a registration relating to a transaction described in Rule 145(a) of the Securities Act, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares so registeredRestricted Stock pursuant to such registration. In the event that any registration pursuant to this Section 5 6 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of as follows: the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders Restricted Stock shall be reduced pro rata to among the respective requesting holders of Restricted Stock based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registration) 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, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any Person other than the Company, and provided, further, however, that in no event may less than twenty percent (20%) % of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless shares of Restricted Stock, other than in connection with a Qualified Public Offering, in which case, the managing underwriter shares of Restricted Stock may be reduced to zero. The Company shall in good faith advise have the Right Holders proposing to distribute their securities through such underwriting that such level of participation wouldright, in its opinionsole discretion, materially adversely affect the offering price to terminate or its ability withdraw, and shall otherwise be under no obligation to complete the offering any registration of its securities covered by this Section 6 and shall specify the number of Registrable Shares whichincur no liability to any holder for its failure to do so, whether or not such holder has elected to include securities in its opinion, can be included in the registration and underwriting without such an effectregistration.

Incidental Registration. If the Company at proposes for any time (other than reason to register, including pursuant to Section 4 or Section 6) proposes to register 2.2 hereof, any of its securities under the Securities Act for sale (other than pursuant to the public, whether for its own account initial public offering of the Company's securities on Form S-1 or for the account of other security holders or both (except with respect pursuant to a registration statements statement on Forms X-0, X-0 S-8 or another form not available for registering the Registrable Shares for sale to the publicS-4 or similar or successor forms), it shall each such time it will promptly give written notice to all Right Holders AOL of its intention so to do. Upon do so, and, upon the written request of any such Right Holderrequest, received by the Company given within 30 days after the giving receipt of any such notice by the Company, of AOL to register any Restricted Shares (which request shall specify the Restricted Shares intended to be sold or disposed of its Registrable Sharesby AOL), the Company will shall use its best efforts to cause the Registrable all such Restricted Shares as to which registration shall have been so requested to be included in such registration under the securities to be covered by the registration statement proposed to be filed by the CompanySecurities Act, all to the extent requisite to permit the sale or other disposition (in accordance with the Company's intended methods thereof, as aforesaid) by AOL of the holder of such Registrable Restricted Shares so registered. In the event that any the proposed registration pursuant to this Section 5 shall beby the Company is, in whole or in part, an underwritten public offering of securities by the Company, if the managing underwriter determines and advises in writing that the inclusion of all Restricted Shares proposed to be included in the underwritten public offering and other issued and outstanding shares of Common StockStock proposed to be included therein by persons other than AOL (the "Other Shares") would interfere with the successful marketing of such securities by the Company, then (i) the number of Restricted Shares and Other Shares shall be reduced, pro rata among the holders of Other Shares and AOL (based upon the number of shares of Common Stock requested by the holders thereof to be included registered in such an underwriting may underwritten public offering), but such other shares shall only be reduced (first to the extent permitted by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares existing agreements with respect to registration rights to which the Company may wish to register for its own accountis a party, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included (ii) in the registration) 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 in no event may less than twenty percent (20%) of the total number of each case those shares of Common Stock which are excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to be included in such underwriting be made available for Registrable Shares unless exceed 90 days, which the managing underwriter shall reasonably determines as necessary in good faith advise order to effect the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectunderwritten public offering.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities (other than in its IPO, a demand registration under Section 1.3, a registration relating to stock option plan(s) of the Securities Act for sale to Company, or a registration on Form F-4/S-4 in connection with a merger, acquisition or other business combination, but including the public, whether for its own account or for first public offering of the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the publicCompany’s shares in a U.S. market following an IPO), each such time it will shall give prompt written notice to all Right Holders of its intention so such intention, together with a list of jurisdictions in which the Company intends to doattempt to qualify such securities under applicable state securities laws. Upon the written request of any such Right Holder, received by the Company Holder given within 30 twenty (20) days after the giving receipt of any such notice by the Company, to register any of its Registrable Sharesnotice, the Company will use its best efforts to cause shall include in such registration all of the Registrable Shares Securities indicated in such request, so as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by of the holder of such Registrable Shares shares so registered. In The said “piggyback” or incidental right of the event that Holders under this Section, may be exercised an unlimited number of times. (b) Notwithstanding any registration pursuant to other provision of this Section 5 shall be1.2, if the managing underwriter, if any, advises the Company in whole or in part, an underwritten public offering writing that marketing factors require a limitation of Common Stock, the number of shares of Common Stock to be included in underwritten (an "Underwriters' Cutback"), then, there shall be excluded from such an underwriting may be reduced (first by eliminating any shares held by stockholders registration and underwriting, to the extent necessary to satisfy such limitation, first, securities of the Company other than Right not held by the Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by and second, Registrable Securities, to the Right Holders extent necessary (on a pro rata basis according to the respective holdings of the Holders of Registrable Securities at the time of such registration); provided however, that if the number of Registrable Shares required Securities to be registered by the Right Holders to be included in is limited by the registration) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of underwriter, the securities to be sold by for the account of the Company thereinshall have priority over those of the Holders in each such registration and the number of Registrable Securities, if any, that may be included in the registration shall be in accordance with the above order and preference; further provided, however, that in no event may less than twenty percent (20%) without the written consent of the total number Holders holding a majority of shares of Common Stock the Registrable Securities requested to be included in such underwriting registration the Registrable Securities held by the Holders shall not be made available for Registrable Shares unless reduced to less than twenty-five percent (25%) of the managing underwriter shall aggregate shares to be registered in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectunderwriting.

Incidental Registration. If 4.1 Whenever the Company proposes to file a Registration Statement at any time (other than pursuant and from time to Section 4 or Section 6) proposes time, it will, prior to register any of its securities under the Securities Act for sale to the publicsuch filing, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the public), each such time it will promptly give written notice to all Right Holders Stockholders of its intention to do so to do. Upon and, upon the written request of any such Right Holder, received by the Company a Stockholder or Stockholders given within 30 20 days after the giving of any Company provides such notice by (which request shall state the Company, to register any intended method of its disposition of such Registrable Shares), the Company will shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 4 without obligation to any Stockholder. 4.2 In connection with any offering under this Section 4 involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company. If in the opinion of the managing underwriter, the registration of all, or part of, the Registrable Shares as to which registration shall the holders have been so requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares so registered. In the event underwriting only 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 Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect; and provided, that (a) in no event shall the amount of Registrable Shares required by the Right Holders to be included in the registration) if and to the extent that the managing underwriter shall offering 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 in no event may less than twenty percent (20%) reduced below 25% of the total number of shares of Common Stock (giving effect to be the conversion into Common Stock of all securities convertible thereinto) included in such underwriting the offering, and (b) no persons or entities other than the Company, the Stockholders and persons or entities holding registration rights granted in accordance with Section 17 hereof shall be made available for Registrable Shares unless permitted to include securities in the offering. 4.3 In the event that the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting determines that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can sought to be included in any underwritten registration conducted pursuant to this Section 4 must be reduced, then the holders of Registrable Shares who have requested registration and other holders of shares of Common Stock entitled to include shares of Common Stock in such registration shall participate in the underwriting without as follows: holders of Series A and B Registrable Shares shall include up to 25% of the number of shares to be registered and holders of Series C Preferred and the Series D Preferred shall include Registrable Shares up to 75% of the number of shares to be registered, determined on a pro rata basis between the holders of the Series A and B Registrable Shares (together, as a class) and between the holders of Series C Preferred and Series D Preferred (together, as a class). If any holder would thus be entitled to include more shares than such an effectholder requested to be registered, the excess shall be allocated among other requesting holders pro rata based upon their total ownership of Registrable Shares.

Incidental Registration. If the Company at any time (other than ----------------------- pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its reasonable best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the number managing underwriter advises the Company in writing that in such underwriter's good faith determination the marketing factors require a limitation of shares the amount of Common Restricted Stock to be included underwritten in such an underwriting may be reduced registration then (first by eliminating any shares held by stockholders a) if such registration is a primary registration on behalf of the Company other than Right HoldersCompany, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) if and shall (to the extent that the managing underwriter shall be of the opinion believes that such inclusion would adversely affect securities can be sold in such offering without having an adverse effect upon the marketing of the securities to be sold by such offering) register in such registration (i) first, the Company thereinsecurities which the Company proposes to ----- sell in such registration, provided(ii) second, however, that the Restricted Stock held by Investor ------ Stockholders which they propose to sell in no event may less than twenty percent (20%) of such registration on a pro rata basis --- ---- based upon the total number of shares of Common Restricted Stock owned by such holders, (iii) third, Restricted Stock held by ITI and Casty which they propose to be included sell in such underwriting be made available ------ registration on a pro rata basis based upon the number of shares of Restricted --- ---- Stock owned by such holders and (iv) fourth, securities held by other parties ------ eligible for Registrable Shares unless inclusion in such registration statement on a pro rata basis based --- ---- upon the amount of securities held by them, and (b) if such registration is a secondary registration, the Company shall (to the extent that the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting believes that such level securities can be sold in such offering without having an adverse effect upon the marketing of participation wouldsuch offering) register in such registration (i) first, the Restricted Stock held by Investor Stockholders which ----- they propose to sell in its opinionsuch registration on a pro rata basis based upon the --- ---- number of shares of Restricted Stock owned by such holders, materially adversely affect (ii) second, the offering price or its ability ------ Restricted Stock held by ITI and Casty which they propose to complete the offering and shall specify sell in such registration on a pro rata basis based upon --- ---- the number of Registrable Shares whichshares of Restricted Stock owned by such holders and (iii) third, ----- the securities held by other parties eligible for inclusion in its opinionsuch registration on a pro rata basis based upon the amount of securities held by them. --- ---- Notwithstanding the foregoing provisions, can be included the Company may withdraw any registration statement referred to in this Section 5, without thereby incurring any liability to the registration and underwriting without such an effectholders of Restricted Stock other than for the payment of Registration Expenses in accordance with Section 8.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) ----------------------- proposes for any reason to register any of its securities under the Securities Act for sale (other than pursuant to the public, whether for its own account or for the account of other security holders or both (except with respect to a registration statements statement on Forms Form X-0, X-0 or another similar or successor form not available for registering the Registrable Shares for sale to the public(collectively, "Excluded Forms")), each it shall at such time it will promptly give written notice to all Right Holders Purchasers of its intention so to do. Upon , and, upon the written request of any such Right Holderrequest, received by the Company given within 30 days after the giving receipt of any such notice by the Companynotice, of any such Purchaser to register any shares of its Registrable SharesCommon Stock (which request shall specify the shares intended to be sold or disposed of and shall state the intended method of disposition of such shares), the Company will shall use its best efforts to cause the Registrable Shares as to which registration shall have been so requested all such shares of Common Stock to be included in registered under the securities to be covered by Securities Act promptly upon receipt of the registration statement proposed to be filed by the Companywritten request of such holders for such registration, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid) by the holder prospective seller or sellers of such Registrable Shares the Common Stock so registered. In the event that any the proposed registration pursuant to this Section 5 shall beby the Company is, in whole or in part, an underwritten public offering of securities of the Company, any request pursuant to this Section 1 to register Common StockStock may specify that such shares are to be included in the underwriting (a) on the same terms and conditions as those on which any Common Stock is otherwise being sold through underwriters under such registration or (b) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock are being sold through underwriters under such registration; provided, however, that ------------------ if the managing underwriter determines and advises in writing that the inclusion of all Common Stock proposed to be included in the underwritten public offering and other issued and outstanding shares of Common Stock proposed to be included therein by persons other than those owned by Purchasers (the "Other Shares") would interfere with the successful marketing of such securities, then the number of shares of Common Stock and Other Shares to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) if and to the extent that the managing underwriter underwritten public offering shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company thereinreduced, pro rata; provided, however, that in no event may less than twenty percent (20%) -------- ----------------- such reduction have the effect of not permitting at least 33-1/3% of the total number of shares of Common Stock subject to this Agreement to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectunderwritten public offering.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0S-4, X-0 or xx another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its reasonable best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, and the number managing underwriter advises the Company in writing that in such underwriter's good faith determination the marketing factors require a limitation of shares the amount of Common Restricted Stock to be included underwritten in such an underwriting may be reduced registration then (first by eliminating any shares held by stockholders a) if such registration is a primary registration on behalf of the Company other than Right HoldersCompany, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) if and shall (to the extent that the managing underwriter shall be of the opinion believes that such inclusion would adversely affect securities can be sold in such offering without having an adverse effect upon the marketing of the securities to be sold by such offering) register in such registration (i) first, the Company thereinsecurities which the Company proposes to sell in such registration, provided(ii) second, however, that the Restricted Stock held by Investor Stockholders which they propose to sell in no event may less than twenty percent (20%) of such registration on a pro rata basis based upon the total number of shares of Common Restricted Stock owned by such holders, (iii) third, Restricted Stock held by ITI and Casty which they propose to be included sell in such underwriting be made available registration on a pro rata basis based upon the number of shares of Restricted Stock owned by such holders and (iv) fourth, securities held by other parties eligible for Registrable Shares unless inclusion in such registration statement on a pro rata basis based upon the amount of securities held by them, and (b) if such registration is a secondary registration, the Company shall (to the extent that the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting believes that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, securities can be included sold in such offering without having an adverse effect upon the marketing of such offering) register in such registration and underwriting without such an effect.(i) first, the Restricted Stock held by Investor Stockholders which

Incidental Registration. If the Company at any time (other than ----------------------- pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any pro rata among the requesting holders based upon the number of shares of Restricted Stock held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registrationsuch requesting holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, ; provided, however, that -------- ------- such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock; provided, further, however, -------- ------- ------- that in no event may less than twenty percent (20%) shall the number of shares of Restricted Stock included in the offering be reduced below 30% of the total number of shares of Common Stock included in such offering, unless the offering is the Company's initial public offering of the Company's securities in which case the number of shares of Restricted Stock to be included by the holders may be reduced or eliminated entirely as set forth above. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in such underwriting be made available for Registrable Shares unless this Section 5 without thereby incurring any liability to the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level holders of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectRestricted Stock.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities Common Stock or Warrants, or if Doanx xxxposes to register any of its Preferred Stock, under the Securities Act (other than a registration (x) on Form S-8 or S-4 or any successor or similar forms, (y) relating to securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Issuer or (z) in connection with a direct or indirect merger, acquisition or other similar transaction), whether or not for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0account, X-0 or another form not available for registering the Registrable Shares for sale it will at such time, subject to the public)provisions of Section 5.2(b) hereof, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholders' rights under this Section 5.2 and shall offer all Shareholders the opportunity to include in such registration statement such number of Registrable Securities of the same type as those proposed to be registered by the Issuer as each such time it will give written notice to all Right Holders of its intention so to doShareholder may request (an "INCIDENTAL REGISTRATION"). Upon the written request of any such Right Holder, received by the Company Shareholder made within 30 10 days after the giving receipt of any notice from the Issuer (which request shall specify the number of Registrable Securities intended to be disposed of by such notice Shareholder), the Issuer will use all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities of the same type as those proposed to be registered by the Company, to register any of its Registrable Shares, Issuer which the Company will use its best efforts to cause the Registrable Shares as to which registration shall have Issuer has been so requested to be included in the securities to be covered register by the registration statement proposed to be filed by the Companysuch Shareholders, all to the extent requisite to permit the sale 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 Issuer's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.4(f) on the same terms and conditions as apply to the Issuer or other disposition the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register such stock, the Issuer shall give written notice to all such 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 5.2 shall relieve the Issuer of its obligations to effect a Demand Registration to the extent required by the holder Section 5.1 hereof. The Issuer will pay all Registration Expenses in connection with each registration of such Registrable Shares so registered. In the event that any Securities requested pursuant to this Section 5.2. (b) If a registration pursuant to this Section 5 shall be5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering requested by any Demand Rights Holder in a Demand Registration, in whole or which case the provisions with respect to priority of inclusion in partsuch offering Second Amended and Restated Investors' Agreement 25 29 set forth in Section 5.1(d) shall apply) and the managing underwriter advises the Issuer that, an underwritten public offering of Common Stockin its view, the number of shares of Preferred Stock or Common Stock or Warrants which the Issuer and the Holders intend to include in such registration exceeds the Maximum Offering Size, the Issuer will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Issuer as would not cause the offering to exceed the Maximum Offering Size; (ii) second, all 2001 Registrable Securities requested to be included in such an underwriting may be reduced registration by any Holder (first by eliminating any shares held by stockholders allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 in no event may less than twenty percent (20%) of the total relative number of shares of Common Stock 2001 Registrable Securities so requested to be included in such underwriting be made available for registration); and (iii) third, all Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing Securities (other than 2001 Registrable Securities) requested to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in such registration by any Shareholder pursuant to Section 5.2 (allocated, if necessary for the registration and underwriting without offering not to exceed the Maximum Offering Size, pro rata among such an effectShareholders on the basis of the relative number of shares of Registrable Securities (other than the 2001 Registrable Securities) so requested to be included in such registration).

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 4 2 or Section 64) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0S-4 (or any successor thereto), X-0 S-8 (or any successor thereto) or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 thirty (30) days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its reasonable best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Shares Restricted Stock so registered. In the event that If any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any pro rata among the requesting holders based upon the number of shares of Restricted Stock held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registrationsuch requesting holders) if and to the extent that the managing underwriter shall be of have advised the opinion Company in writing that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided that, provided, however, that in no event may less than twenty percent (20%) shares of Restricted Stock shall be excluded from any such registration until all shares held by any other Stockholder of the total number Company have been so excluded. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 3 without thereby incurring any liability to the holders of shares Restricted Stock. (b) If the Company desires that any securities of Common Stock to the Company held by officers, directors or founders of the Company (the “Other Holders”) be included in any registration for an underwritten offering requested pursuant to Sections 2 or 4, the Company may include the securities of such Other Holders in such registration and underwriting be made available for Registrable Shares unless on the managing underwriter terms set forth herein. The Company shall in good faith advise the Right (together with all Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter. Notwithstanding any other provision of this Section 3(b) if the managing underwriter advises the Company that such level the inclusion of participation would, in its opinion, materially all shares requested to be registered under this Section 3(b) would adversely affect the offering price or its ability offering, the securities of the Company held by Other Holders (other than Restricted Stock) shall be excluded from such registration and underwriting to complete the offering and shall specify extent deemed advisable by the managing underwriter. If the managing underwriter has not limited the number of Registrable Shares whichshares of Restricted Stock or other securities to be underwritten, the Company may include securities for its own account in its opinion, can be such registration if the managing underwriter so agrees and if the number of shares of Restricted Stock and other securities which would otherwise have been included in the such registration and underwriting without such an effectwill not thereby be limited.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 2 or Section 64) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0S-0, X-0 or any successor forms thereto or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective other requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registration) 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, provided, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Investors (including any of their respective successors and assigns), and provided, further, however, that in no event may less than twenty thirty-five percent (2035%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares shares of Restricted Stock unless the managing underwriter shall in good faith advise the Right Holders holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares shares of Restricted Stock which, in its opinion, can be included in the registration and underwriting without such an effect.

Incidental Registration. If Commencing immediately after the effective date of this warrant, if Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities determines that it shall file a registration statement under the Securities Act for sale (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to Company’s existing stockholders) on any form that would also permit the publicregistration of the offer and resale of the Common Stock into which this Warrant is convertible, whether for and such filing is to be on its own account or behalf and/or on behalf of selling holders of its securities for the account general registration of other security holders or both (except with respect the offer and sale of its Common Stock to registration statements on Forms X-0be sold for cash, X-0 or another form not available for registering the Registrable Shares for sale to the public), at each such time it will Company shall promptly give Holder written notice of such determination setting forth the date on which Company proposes to all Right Holders file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising Holder of its intention so right to dohave the shares of Common Stock issuable upon exercise of this Warrant included in such registration. Upon the written request of any such Right Holder, Hxxxxx received by the Company within 30 no later than twenty (20) days after the giving date of any such notice by the Company’s notice, to register any of its Registrable Shares, the Company will shall use its best commercially reasonable efforts to cause to be registered under the Registrable Securities Act all of the Shares as to which registration shall have been of Common Stock issuable upon exercise of the Warrant that Holder has so requested to be included registered. If, in the written opinion of the managing underwriter or underwriters (or, in the case of a non-underwritten offering, in the written opinion of the placement agent, or if there is none, Company), the total amount of such securities to be covered by so registered, including the registration statement proposed Common Stock issuable upon exercise of this Warrant, will exceed the maximum amount of 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 amount of the Common Stock issuable upon exercise of this Warrant to be filed by offered for the Company, all account of Holder shall be reduced pro rata to the extent requisite necessary to permit reduce the sale or other disposition by the holder total amount of such Registrable Shares 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 Common Stock securities to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, offering to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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, recommended amount; provided, howeverthat if securities are being offered for the account of other persons as well as Company, that in no event may less than twenty percent (20%) such reduction shall not represent a greater fraction of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can securities intended to be included in offered by Holder than the registration and underwriting without fraction of similar reductions imposed on such an effectother persons other than Company over the amount of securities they intended to offer.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 5 or Section 67) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0S-4, X-0 or xx another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Solely for purposes of this Section 6, shares of Common Stock held by Mervxx Xxxael and Michxxx Xxxxxx xx of the date hereof shall be deemed Restricted Stock. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Shares Restricted Stock so registered. In the event that any registration pursuant to this Section 5 6 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company 6 or requesting holders of Restricted Stock, and provided, further, however, that in no event may less than twenty percent (20%) one-third of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless shares of Restricted Stock. Notwithstanding the managing underwriter shall foregoing provisions, the Company may withdraw any registration statement referred to in good faith advise this Section 6 without thereby incurring any liability to the Right Holders proposing to distribute their securities through such underwriting that such level holders of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectRestricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0S-4, X-0 or xx another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch 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, providedPROVIDED, howeverHOWEVER, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock except that if any shares which have the benefit of a certain Registration Rights Agreement dated August 7, 1986 are to be included in such underwriting, then the number of shares of Restricted Stock to be included may be reduced on a pro rata basis among the requesting holders of Restricted Stock and the holders of such other shares based upon the aggregate number of shares of Conversion Shares and Common Stock owned by such persons, and PROVIDED, FURTHER, HOWEVER, that in no event may less than twenty percent (20%) one-third of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless shares of Restricted Stock. Notwithstanding the managing underwriter shall foregoing provisions, the Company may withdraw any registration statement referred to in good faith advise this Section 5 without thereby incurring any liability to the Right Holders proposing to distribute their securities through such underwriting that such level holders of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectRestricted Stock.

Incidental Registration. If the Company at any time (other than ----------------------- pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 15 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that if any shares are to be included in such underwriting -------- ------- for the account of any person other than the Company or requesting holders of Restricted Stock, such reduction shall be pro rata among those so included; and provided, further, however, that in no event may less than twenty percent (20%) a pro rata number of -------- ------- ------- the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless shares of Restricted Stock. Notwithstanding the managing underwriter shall foregoing provisions, the Company may withdraw any registration statement referred to in good faith advise this Section 5 without thereby incurring any liability to the Right Holders proposing to distribute their securities through such underwriting that such level holders of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectRestricted Stock.

Incidental Registration. If If, at any time, the Company at any time proposes to register shares of Common Stock or securities convertible into or exercisable for Common Stock under the Securities Act (other than pursuant to Section 4 a registration statement on Form S-4 or Section 6) proposes S-8 or any successor form, or filed in connection with an exchange offer or an offering of securities solely to register any the existing shareholders or employees of its securities under the Securities Act Company), whether for sale to the public, whether for its own account or for the account of any other security holders or both (except person holding registration rights with respect to registration statements on Forms X-0the securities of the Company, X-0 or another form not available for registering then the Registrable Shares for sale to the public), each such time it will Company shall give written notice of such proposed registration to all Right Holders the Holder at least thirty days before the anticipated filing date of its intention so such registration statement which notice shall describe the material terms of the proposed registration, and such notice shall offer the Holder the opportunity to doregister such number of shares of Registrable Stock as the Holder may request. Upon the written request of any such Right Holder, received by the Company within 30 days As promptly as practicable (but no later than 15 days) after the giving provision of any such notice by notice, the Holder shall so notify the Company, to register any of its Registrable Shares, and the Company will shall use its diligent best efforts to cause the managing underwriter or underwriters of any proposed underwritten offering pursuant to such registration statement to permit such to include such Registrable Shares Stock in such offering on the same terms and conditions as any similar securities of the Company included therein; PROVIDED, HOWEVER, that if the managing underwriter or underwriters of any such public offering delivers an opinion to the Holder that the total amount of Registrable Stock which the Holder proposes to include in the offering when added to the securities being sold by the Company and any other persons or entities, in any such public offering, is such as to which registration shall have been so requested materially and adversely affect the success of any such public offering, then the amount of Registrable Stock to be offered for the account of the Holder proposed to be included in the securities to any such public offering shall be covered by the registration statement proposed to be filed by the Company, all reduced or limited to the extent requisite necessary to permit reduce the sale or other disposition by the holder total amount of such Registrable Shares 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 Common Stock to be included in any such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, public offering to the extent necessaryamount recommended by such managing underwriter, by eliminating shares held by provided, no such reduction may reduce the Right Holders pro rata to the respective number amount of Registrable Shares required by the Right Holders to be included in the registration) 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 Stock being sold by the Company therein, provided, however, that in no event may Holder to less than the lesser of: (i) twenty percent (20%) of the total shares being sold in such offering by entities other than the Company or entities exercising demand registration rights; or (ii) the number of Shares requested to be registered by the Holder. If the Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto. Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register Common Stock or other securities convertible into or exercisable for Common Stock and prior to the effectiveness of the registration statement filed in connection with such registration, the Company determines for any reason either not to effect such registration or to delay such registration, the Company may, at its election, by delivery of written notice to the Holder, (i) in the case of a determination not to effect registration, relieve itself of its obligations to register any Registrable Stock in connection with such registration, or (ii) in the case of a determination to delay such registration, delay the registration of such Registrable Stock for the same period as the delay in the registration of such other shares of Common Stock or other securities convertible into or exercisable for Common Stock. The Company agrees that it shall not grant incidental or "piggyback" registration rights superior to be included in such underwriting be made available for Registrable Shares unless those held by the managing underwriter shall in good faith advise Holder, without the Right Holders proposing to distribute their securities through such underwriting that such level consent of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectHolder.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 Sections 2.4 or Section 62.6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 15 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares Restricted Stock so registered. In the event that any registration pursuant to this Section 5 2.5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to among the respective requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registrationsuch holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and provided, further, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares shares of Restricted Stock unless the underwriting is in connection with the Company's initial public offering and the managing underwriter shall in good faith advise the Right Holders holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares shares of Restricted Stock which, in its opinion, can be included in the registration and underwriting without such an effect.

Incidental Registration. If Notwithstanding the provisions of Section 12.1 of this Agreement, if the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities Common Stock under the Securities Act for sale to the public, whether for its own account or (on a form appropriate for the account registration of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Conversion Shares for sale public offering by the holders thereof other than a registration on Form S-8, or any successor or similar forms or a shelf registration under Rule 415 for the sole purpose of registering shares to be issued in connection with the publicacquisition of stock or assets of another person) and there is then not an effective registration statement covering the Conversion Shares (assuming for purposes of this Section 12.2 that all of the Notes are to be converted), it will each such time it will give written notice to all Right the Holders of the Notes and any holders of Conversion Shares (the Holders of the Notes and/or Conversion Shares are sometimes referred to herein as the "Eligible Holders") of its intention to do so to do. Upon the and, upon written request of any such Right Holder, received by the Company from Eligible Holders given within 30 days after the giving receipt of any such notice (which request shall state the intended method of disposition of such securities by the Company, to register any of its Registrable Sharessuch Eligible Holder), the Company will use its best commercially reasonable efforts to cause the Registrable all or any (but not less than 1,000 shares if less than all) Conversion Shares as held by such Eligible Holder or which such Eligible Holder is then entitled to which registration shall have been so requested acquire pursuant to conversion of a Note to be included in registered under the securities to be covered by the registration statement proposed to be filed by the CompanySecurities Act, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid by the holder of such Registrable Shares 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 Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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, Eligible Holder); provided, however, that in no event the Company may less than twenty percent (20%) at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of the total number of shares of Common Stock such other securities originally proposed to be included in registered; provided, further, that if there is an effective registration statement covering the Conversion Shares, the Conversion Shares proposed to be registered pursuant to this Section 12.2 shall be withdrawn from such underwriting registration statement. If an offering pursuant to this Section 12.2 is to be made available for Registrable Shares unless through underwriters, the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation wouldmay, if in its opinionreasonable opinion marketing factors so require, materially adversely affect limit (pro rata according to the offering price or its ability market value of securities proposed to complete the offering and shall specify be registered by each) the number of Registrable Shares which, in its opinion, can be included in (or eliminate entirely from the registration and underwriting without such an effectoffering all of the) securities which Eligible Holders may register pursuant to this Section 12.2.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares Restricted Stock for sale to the public), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock, the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Shares 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 Common Restricted Stock to be included in such an underwriting may be reduced (first by eliminating any pro rata among the requesting holders based upon the number of shares of Restricted Stock held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registrationsuch requesting holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; PROVIDED, providedHOWEVER, howeverthat such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock; PROVIDED, FURTHER, HOWEVER, that in no event may less than shall the number of shares of Restricted Stock included in the offering be reduced below the lesser of (a) twenty percent (20%) of the total number of shares of Common Stock included in such offering or (b) all of the shares of Restricted Stock requested to be registered, unless the offering is the Company's initial public offering of the Company's securities in which case the number of shares of Restricted Stock to be included by the holders may be reduced or eliminated entirely as set forth above. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in such underwriting be made available for Registrable Shares unless this Section 5 without thereby incurring any liability to the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level holders of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectRestricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes shall determine to register any of its Ordinary Shares, or any securities under the Securities Act convertible into or exchangeable or exercisable for sale to the publicOrdinary Shares, whether for its own account or for the account of any shareholder (other security holders or both (except with respect to than a registration statements on Forms X-0F-4, X-0 or another F-8 or any replacement or successor form not available for registering the Registrable Shares for sale to the publicthereof), each Holder shall be entitled to include Registrable Securities, on a pro rata basis with the other Holder based on the number of Registrable Securities then held by each Holder, in such time it will registration (and related underwritten offering, if any) (each, an "Incidental Registration") on the following terms and conditions: (a) The Company shall promptly give written notice of such determination to all Right the Holders, and the Holders shall have the right to request, by written notice given to the Company within thirty (30) days of the receipt by Holders of its intention so such notice of determination, that a specific number of Registrable Securities held by Holders be included in such Registration Statement; (b) If the proposed registration relates to do. Upon an underwritten offering, the written request notice called for by Section 3(a) shall specify the name of the managing underwriter for such offering and the number of securities to be registered for the account of the Company and for the account of any other stockholder of the Company; (c) If the proposed registration relates to an underwritten offering, each Holder must: (i) sell all or a portion of its Registrable Securities on the same basis provided in the underwriting arrangements approved by the Company; and (ii) complete and execute all questionnaires, powers of attorney, indemnities (but only to the extent such Right indemnities relate specifically to information supplied by such Holder), received hold-back agreements, underwriting agreements and other documents on the same basis as other similarly situated selling shareholders (or, if there are no other selling shareholders, as would be customary in a transaction of this type) required under the terms of such underwriting arrangements or by the SEC; (d) If the managing underwriter for the underwritten offering under the proposed registration to be made by the Company within 30 days after the giving determines that inclusion of all or any such notice by the Company, to register any portion of its Registrable Shares, the Company will use its best efforts to cause the Registrable Shares as Securities in such offering would adversely affect the ability of the underwriter for such offering to which registration shall have been so sell all of the securities requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the for sale or other disposition by the holder of price per share in such Registrable Shares 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 Stockoffering, the number of shares of Common Stock to that may be included in such an underwriting registration in such offering shall be allocated as follows: (i) first, the Company (if such registration was initiated thereby) or the selling shareholder exercising demand registration rights, as the case may be, shall be reduced (first by eliminating any shares held by stockholders permitted to include all of the Company other than Right Ordinary Shares to be registered thereby; and (ii) second, the Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders on a pro rata to basis with one another, based on the respective number of Registrable Shares required Securities then held by each Holder, and any other selling shareholder exercising piggyback registration rights shall be allowed to include such amount of Registrable Securities as the Right Holders to be included in the registrationmanaging underwriter(s) if and deems appropriate (on a pro rata basis with one another but only to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities pro rata basis applies to be sold by the Company therein, provided, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Ordinary Shares still retained at the time of such cutback); (e) Each Holder shall have the right to withdraw its Registrable Shares whichSecurities from the Registration Statement at any time prior to the effective date thereof, but if the same relates to an underwritten offering, it may only do so after the initial filing thereof during the time period and on terms deemed appropriate by the managing underwriters for such underwritten offering; and (f) The Company or any other shareholder exercising demand registration rights shall have the right to terminate or withdraw any registration statement filing under this Section 3 prior to the effective date of such registration for any reason without liability to the Holders as a result thereof, whether or not either Holder has elected to include its securities in its opinion, can be included in the registration and underwriting without such an effectregistration.

Incidental Registration. 2.1. If the Company proposes, at any time (other than pursuant to Section 4 or Section 6) proposes after the Effective Date, to register any of its securities under the Securities Act for sale to the public(other than a registration statement on Form X-0, whether X-0 or any equivalent or successor form), for its own account or for the account of any other security holders or both (except with respect to registration statements on Forms X-0person, X-0 or another form not available for registering the Registrable Shares for sale it shall give notice to the public), each Holder of such time it will give written notice to all Right Holders of its intention so to dointention. Upon the written request of any such Right the Holder, received by the Company given within 30 twenty (20) days after the giving receipt of any such notice notice, the Company shall include in such registration all of the Registrable Shares indicated in such request, so as to permit the disposition of the shares so registered in the manner requested by the Holder. 2.2. Notwithstanding any other provision of this Section 2, with respect to an underwritten public offering by the Company, to register any of its Registrable Shares, if the managing underwriter advises the Company will use its best efforts to cause the Registrable Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale writing that marketing or other disposition by the holder factors require a limitation of such Registrable Shares 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 Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holdersunderwritten, then by eliminating any shares which the Company may wish to register for its own account, there shall be excluded from such registration and thereafter, underwriting to the extent necessarynecessary to satisfy such limitation, by eliminating shares held by the Right Holders Holder and by other shareholders of the Company who are entitled to have their shares included in such registration, pro rata among them to the respective number of extent necessary to satisfy such limitation. To the extent Registrable Shares are included in such underwriting, the Holder shall agree not to sell their Registrable Shares included in the registration statement for such period, not to exceed 180 days, as may be required by the Right Holders to be included in the registration) if managing underwriter, 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, shall keep effective and current such registration statement for such period as may be required to enable the Holder to complete the distribution and resale of their Registrable Shares; provided, however, that in no event may less than twenty percent (20%) each key officer and director of the total number Company and each person who, at the time of shares the proposed filing of Common Stock such public offering, beneficially owns 1% or more of the outstanding share capital of the Company, on a fully-converted, fully-diluted basis, shall enter into the same agreement. Notwithstanding the provisions of this Section 2, the Company shall have the right at any time after it shall have given notice to be included in the Holder, to elect not to file any such underwriting be made available for Registrable Shares unless proposed registration statement. 2.3. The Company represents as at the managing underwriter shall in good faith advise date hereof that it satisfies the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included Registrant Requirements (as defined in the general instructions for Form F-3) for the use of Form F-3 for the registration and underwriting without such an effectof the resale of securities under the Securities Act.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the publicany successor forms thereto), each such time it will give written notice to all Right Holders holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such Right Holderholder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable SharesRestricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Registrable Shares Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite required to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Shares Restricted Stock so registered. In the event that . (b) If 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 Common Restricted Stock to be included in such an underwriting may be reduced (as follows: first by eliminating any shares held by stockholders of from the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own accountFounder Shares, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders then pro rata to among the respective other requesting holders based upon the number of Registrable Shares required shares of Restricted Stock owned by the Right Holders to be included in the registration) 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; PROVIDED, providedHOWEVER, howeverthat such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock, and PROVIDED FURTHER that in no event may shall less than twenty percent (20%) one-third of the total number of shares of Common Stock to be included in such an underwriting be made available for Registrable Shares unless shares of Restricted Stock. (c) Notwithstanding the managing underwriter shall foregoing provisions of this Section 5, the Company may withdraw any registration statement referred to in good faith advise this Section 5 without thereby incurring any liability to the Right Holders proposing to distribute their securities through such underwriting that such level holders of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectRestricted Stock.

Incidental Registration. If (a) Whenever the Company proposes to file a registration statement, at any time and from time to time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Shares for sale to the publica "REGISTRATION"), each it will, prior to such time it will filing, give written notice to all Right the Holders of its intention to do so to do. Upon and, upon the written request of any such Right Holder, received by the Company given within 30 fifteen (15) days after the giving of any Company provides such notice by (which request shall state the Company, to register any intended method of its Registrable Sharesdistribution of such shares), the Company will shall use its best efforts to cause all such shares which the Registrable Shares as Company has been requested to which registration shall have been so requested include by any Holder, to be included in the securities Registration; provided, that the Company shall have the right to postpone or withdraw any Registration effected pursuant to this Section 5.2 without obligation to any Holder; and provided, further, that the Company shall not be required to file more than two (2) Registrations with respect to Registrable Shares. (b) In connection with any offering under this Section 5.2 involving an underwritten offering, if, in the opinion of the underwriters, inclusion of all, or part of, the shares which any Holder has requested to be covered included would materially or adversely affect such public offering, then the Company may reduce the number of such shares to zero, in the case of a Registration on Form S-1, and to 33 1/3% of the shares of Common Stock (calculated on an as-converted basis) issued, in the case of all subsequent underwritten offerings. In addition, the Company shall not be required to include any such shares in such underwritten offering unless the Holders thereof accept the terms of the offering as agreed upon between the Company and the underwriters selected by it, and execute and deliver an underwriting agreement, and then only in such quantity as will not, in the registration statement proposed to be filed opinion of the underwriters, jeopardize the success of the offering by the Company, all to as described above. If the extent requisite to permit the sale or other disposition by the holder number of such Registrable Shares so registered. In shares to be included in the event that any underwritten offering in accordance with the foregoing is less than the total number of shares which the Holders have requested to be included, then the Holders who have requested registration pursuant and other holders of the Common Stock entitled to this Section 5 shall be, in whole or in part, an underwritten public offering include shares of Common StockStock in such registration (together with the Holders, the number "SELLING SHAREHOLDERS") shall participate in the underwritten offering pro rata based upon their total ownership of shares of Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other (calculated on an as-converted basis). If any Holder would thus be entitled to include more shares than Right Holderssuch Holder requested to be registered, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to excess shall be allocated among the extent necessary, by eliminating shares held by the Right Holders Selling Shareholders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) 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 in no event may less than twenty percent (20%) of the based upon their total number ownership of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless of the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such Company (calculated on an effectas-converted basis).

Incidental Registration. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes shall determine to register any of its Common Stock, or any securities under the Securities Act convertible into or exchangeable or exercisable for sale to the publicCommon Stock, whether for its own account or for the account of any stockholder (other security holders or both (except with respect to than a registration statements on Forms X-0S-4 or S-8, X-0 or another any replacement or successor form not available for registering the Registrable Shares for sale to the publicthereof), each the Holder shall be entitled to include Registrable Securities then held by it in such time it will registration (and related underwritten offering, if any) (each, an "Incidental Registration") on the following terms and conditions: (a) The Company shall give written notice to all Right Holders the Holder of the pending registration at least twenty (20) days prior to the filing of the Registration Statement and offer it an opportunity to participate. The Holder shall have the right to request, by written notice given to the Company within ten (10) days of its intention so receipt of notice of the pending Incidental Registration, that all but not less than all of the Registrable Securities then held by the I-folder be included in such Registration Statement; (b) If the proposed registration relates to do. Upon an underwritten offering, the written request notice of the Company provided under Section 3(a) shall specify the name of the managing underwriter or underwriters for such offering and the number of securities to be registered for the account of the Company and for the account of any other stockholder of the Company; (c) If the proposed registration relates to an underwritten offering, the Holder must: (i) sell its Registrable Securities on the basis provided in the underwriting arrangements approved by the Company; and (ii) complete and execute all questionnaires, powers of attorney, indemnities (but only to the extent such Right indemnities relate specifically to information supplied by Holder), received hold-back agreements, underwriting agreements and other documents on the same basis as other similarly situated selling stockholders (or, if there are no other selling stockholders, as would be customary in a transaction of this type) required under the terms of such underwriting arrangements or by the SEC; (d) If the managing underwriter for the underwritten offering under the proposed registration to be made by the Company within 30 days after advises the giving of any such notice by Company or the CompanyHolder in writing that, to register any of in its Registrable Sharesopinion, the Company will use its best efforts to cause the Registrable Shares as to which registration shall have been so aggregate amount of stock requested to be included in such offering is sufficiently large so as to have a material adverse effect on the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder success of such Registrable Shares so registered. In offering, then the event Company shall include in such registration only the aggregate amount of stock that in the opinion of the managing underwriter may be sold without any registration pursuant to this Section 5 such material adverse effect and shall be, in whole or in part, an underwritten public offering allocate the amount of Common Stock, the number of shares of Common Stock stock to be included in such an underwriting registration as follows: (i) first, the Company (if such registration was initiated thereby) or the selling stockholders exercising demand registration rights, as the case may be, shall be reduced permitted to include all of the stock to be registered thereby; (first by eliminating any shares ii) second, the Holder shall be permitted to include all of the Registrable Securities then held by stockholders of it; and (iii) third, any other selling stockholder and, in the case that the Company other than Right Holdersdid not initiate the registration, then by eliminating any shares which the Company may wish shall be allowed to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number include such amount of Registrable Shares required by the Right Holders to be included in the registration) if and to the extent that stock as the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities deems appropriate, subject to be sold any priorities agreed to by the Company therein, provided, however, that in no event may less than twenty percent (20%) and such other stockholders. If as a result of the total number cutback provisions above, the Holder is not permitted to sell all of shares the Registrable Securities it then holds, the Holder shall be entitled to continue to use its rights under Section 2 and Section 3 to register the remainder of Common Stock such Registrable Securities; and (e) The Holder shall have the right to be included in such underwriting be made available for withdraw its Registrable Shares unless Securities from the Registration Statement at any time prior to the effective date thereof, but if the same relates to an underwritten offering, it may do so after the initial filing thereof only during the time period and on terms deemed appropriate by the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through underwriters for such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectunderwritten offering.

Incidental Registration. a. If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities 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 (except with respect to registration statements than on Forms X-0, X-0 or another any other form which does not available for registering the Registrable Shares permit registration of securities by selling stockholders for sale to the public)public for cash) in connection with the proposed offer and sale for cash either for its own account or on behalf of any holder of Common Stock, each such time it will give prompt written notice to all Right Holders the Stockholder of its intention so to dodo so. Upon the Stockholder's written request to the Company, given within twenty (20) days after receipt of any such Right Holder, received by the Company within 30 days after the giving of any such notice by the Companynotice, to register any of its such Stockholder's Registrable Shares, the Company will use its best reasonable efforts to cause the Registrable Shares as to which registration shall have been so requested to be included in the securities shares of Common Stock to be covered by the registration statement proposed to be filed by the Company; provided that nothing set forth in this Agreement shall prevent the Company from, all at any time, withdrawing, abandoning or delaying any registration of such Common Stock. b. The Company shall have the sole right to select the underwriter or underwriters for any underwritten offering, including (without limitation) the managing underwriter. The managing underwriter for such offering shall have the authority, in its sole discretion, to reduce the number of Registrable Shares to be included in such registration if and to the extent requisite to permit that it advises the sale or other disposition by the holder Company in writing that in its opinion that inclusion of such Registrable Shares so registered. In would adversely affect the event that any registration pursuant marketing of the other Common Stock to this Section 5 shall be, in whole be sold thereunder or in part, an underwritten public offering of Common Stock, would limit the number of shares of Common Stock to be included in such an underwriting may registration by the Company. Any such reduction in the shares included in any such offering shall be reduced effected (first i) first, by eliminating any excluding (A) shares held ("Piggyback Shares") of Common Stock that otherwise would be included by virtue of incidental or piggyback registration rights (but not demand registration rights) granted to stockholders of the Company other than Right Holders, then by eliminating any shares which (including the Company may wish to register for its own accountStockholder), and thereafter(B) shares ("Executive shares") of Common Stock that are beneficially owned by Xxxx Xxxxxxxxx or Xxxxxx X. Xxxx and that otherwise would be included, which exclusion shall be effected on a pro rata basis based upon the number of shares of Common Stock so requested to be registered in such offering by all such stockholders proposing to sell Piggyback Shares or Executive Shares, and (ii) second, only to the extent necessarynecessary and after the exclusion of all Piggyback Shares and Executive Shares, by eliminating excluding shares held of Common Stock included in such registration by the Right Holders Company and any stockholder of the Company who shall have exercised a demand registration right in connection with such offering, which exclusion shall be effected on a pro rata basis based upon the number of shares of Common Stock proposed to be registered on behalf of the respective Company and on behalf of any such holder of demand registration rights, unless the Company and the holder of such demand registration rights otherwise agree. c. On any offering that is not underwritten, the Company shall have the authority, in its sole discretion, to reduce the number of Registrable Shares required by the Right Holders to be included in the registration) such registration if and to the extent that the managing underwriter shall be it, in good faith, determines that inclusion of the opinion that such inclusion Registrable Shares would adversely affect the marketing of the securities other Common Stock to be sold by thereunder or would limit the Company therein, provided, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting registration by the Company. Any such reduction in the shares included in any such offering shall be made available for Registrable effected (i) first, by excluding Piggyback Shares and Executive Shares, which exclusion shall be effected on a pro rata basis based upon the number of shares of Common Stock so requested to be registered in such offering by all such stockholders proposing to sell Piggyback Shares or Executive Shares, and (ii) second, only to the extent necessary and after the exclusion of all Piggyback Shares and Executive Shares, by excluding shares of Common Stock included in such registration by the Company and any stockholder of the Company who shall have exercised a demand registration right in connection with such offering, which exclusion shall be effected on a pro rata basis based upon the number of shares of Common Stock proposed to be registered on behalf of the Company and on behalf of any such holder of demand registration rights, unless the Company and the holder of such demand registration rights otherwise agree. d. If any registration pursuant to this Section 2 shall be underwritten, in whole or in part, the Company or the managing underwriter shall in good faith advise or underwriters may require that the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can requested for inclusion pursuant to this Section 2 be included in the registration underwriting on the same terms and underwriting without such an effectconditions as the securities otherwise being sold through the underwriters.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 4 or Section 6) proposes AGI shall determine to register any shares of its securities under the Securities Act for sale to the public, whether AGI Common Stock either for its own account or for the account of any other security holders holder of shares of AGI Common Stock, other than a registration filed solely to (i) register shares of AGI Common Stock issuable pursuant to employee benefit plans; (ii) register shares of AGI Common Stock issuable pursuant to any dividend reinvestment plan or both any similar plan involving rights to purchase shares of AGI Common Stock which is made generally available to stockholders of AGI and in which Mutual can elect to participate by virtue of its position as an AGI stockholders; or (except iii) comply with respect to registration statements on Forms X-0Rule 145 (or any substantially similar successor rule or provision) promulgated under the General Rules and Regulations under the Securities Act, X-0 as now in effect or another form not available for registering the Registrable Shares for sale to the public), each such time it will hereafter amended AGI will: (i) promptly give Mutual written notice thereof (which shall include a list of the jurisdictions in which AGI intends to all Right Holders of its intention so attempt to do. Upon qualify such securities under the written request of any such Right Holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable Shares, the Company will applicable blue sky or other securities laws); and (ii) use its best efforts to cause include, upon the Registrable Shares as same terms (including the method of distribution), in such registration (and any related qualification under state blue sky laws and other compliance filings, and in an underwriting involved therein), all the shares of AGI Common Stock specified by Mutual in a written request delivered by Mutual of AGI within fifteen (15) business days after the written notice from AGI described in clause (i) above is delivered to which Mutual; provided, however, -------- ------- that, notwithstanding the foregoing, Mutual's right to have shares of AGI Common Stock owned by Mutual included in such registration shall have been so requested be limited to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares 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 AGI Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) if and to the extent as represents 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 in no event may less than twenty percent (20%) percentage of the total number of shares of AGI Common Stock proposed to be included registered by AGI which equals the percentage of the outstanding AGI Common Stock then held by Mutual, unless AGI consents in writing to the inclusion of a greater number of shares of AGI Common Stock owned by Mutual. (b) Notwithstanding the foregoing, AGI shall not be required to include all or any portion of the AGI Common Stock owned by Mutual in any such underwriting be made available for Registrable Shares unless registration if it is advised by its investment banking firm that the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation wouldinclusion thereof may, in the reasonable opinion of such investment banking firm, interfere with the orderly sale and distribution of the AGI Common Stock being offered by AGI. If any reduction is required, Mutual shall have the right and option to elect to withdraw from the registration. (c) AGI may, at its opinionsole discretion and without the consent of Mutual, materially adversely affect withdraw any such registration statement and abandon the proposed offering price or its ability in which Mutual had requested to complete participate. (d) In connection with any registration pursuant to this Section 4.01, AGI and Mutual will pay, in the offering and shall specify same proportions as the number of Registrable Shares whichshares of AGI Common Stock being sold by each bears to the total number of shares of AGI Common Stock being sold, in its opinion, can be included in the all Securities and Exchange Commission and state blue sky registration and filing fees, underwriting without discounts, commissions and expenses, printing expenses, fees and disbursements of legal counsel and blue sky expenses, transfer agents' and registrars' fees, and fees and disbursements of experts used by AGI in connection with such an effectregistration, expenses of any special audits of AGI incidental to or required by such registration, expenses incidental to any post-effective amendment to any such registration statement, and any expenses associated with AGI's obligations under Section 4.03(b) hereof ("Registration Expenses"); provided, however, that Mutual shall not be required -------- ------- to bear any portion of the compensation expenses of regular employees of AGI, which shall be paid in any event by AGI.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its equity securities (as defined in the Act), other than securities which are convertible into shares of 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 (except with respect to registration statements on Forms X-0, X-0 or another S-3 (but not Form S-4 or S-8) or on any other form not available for registering upon which may be registered securities similar to the Registrable Shares for sale Securities (or the Warrants to the public)extent necessary to be registered in connection with the registration of the underlying Registrable Securities) and other than pursuant to Section 7.01 above, it will at each such time it will give written notice at least thirty (30) days prior to the filing of the registration statement to all Right Holders of its intention so to do. Such notice shall specify the proposed date of the filing of the registration statement and advise each Holder of its right to participate therein. Upon the written request of any Holder given not less than ten (10) days prior to the proposed date of filing set forth in such Right Holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Registrable Sharesnotice, the Company will use its best efforts to cause each Registrable Security which the Registrable Shares as to which registration shall have Company has been so requested to be included in the securities register by such Holder to be covered by registered under the registration statement proposed to be filed by the CompanyAct, all to the extent requisite to permit the sale or other disposition by such Holder of the holder of such Registrable Shares Securities so registered. In . (b) If, in the opinion of the underwriter or underwriters managing the public offering which is the subject of a registration pursuant to clause (a) of this Section 7.02 (or in the event that any registration pursuant to this Section 5 such distribution shall benot be underwritten, in whole the opinion of an investment banking firm of recognized standing reasonably acceptable to the Holders), and after discussion between such underwriter or in partunderwriters and the Holders, an underwritten public offering of Common Stockwhich discussion (but not necessarily the results thereof) shall be reasonably satisfactory to the Holders, the number of shares of Common Stock to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing total amount of the securities to be sold by so registered, when added to the total amount of Registrable Securities which the Holders have requested to be registered pursuant to said clause (a), will exceed the maximum amount of securities of the Company thereinwhich can be successfully marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially and adversely affecting the entire offering, then the Company shall have the right to exclude from such registration on a pro rata basis such number of Registrable Securities which it would otherwise be required to register pursuant to said clause (a) as is necessary to reduce the total amount of securities to be so registered to the maximum amount of securities which can, in the reasonable opinion of the underwriter or such investment banking firm, be so successfully marketed; provided, however, that in no event may less if the securities (other than twenty percent (20%the Registrable Securities) to be so registered for sale are to be offered for the account of the total number of shares of Common Stock Company and others, the Company may only exclude Registrable Securities pro rata with the securities held by such other persons (it being agreed that in the case where such registration is to be included in effected as a result of the exercise by a holder of the Company's securities of such underwriting holder's right to cause such securities to be made available for Registrable Shares unless so registered, such pro rata exclusion shall include the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through Company and exclude such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effectholder).

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its securities Common Stock or Warrants, or if Doanx xxxposes to register any of its Preferred Stock, under the Securities Act (other than a registration (x) on Form S-8 or S-4 or any successor or similar forms, (y) relating to securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Issuer or (z) in connection with a direct or indirect merger, acquisition or other similar transaction), whether or not for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0account, X-0 or another form not available for registering the Registrable Shares for sale it will at such time, subject to the public)provisions of Section 5.2(b) hereof, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholders' rights under this Section 5.2 and shall offer all Shareholders the opportunity to include in such registration statement such number of Registrable Securities of the same type as those proposed to be registered by the Issuer as each such time it will give written notice to all Right Holders of its intention so to doShareholder may request (an "INCIDENTAL REGISTRATION"). Upon the written request of any such Right Holder, received by the Company Shareholder made within 30 10 days after the giving receipt of any notice from the Issuer (which request shall specify the number of Registrable Securities intended to be disposed of by such notice Shareholder), the Issuer will use all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities of the same type as those proposed to be registered by the Company, to register any of its Registrable Shares, Issuer which the Company will use its best efforts to cause the Registrable Shares as to which registration shall have Issuer has been so requested to be included in the securities to be covered register by the registration statement proposed to be filed by the Companysuch Shareholders, all to the extent requisite to permit the sale 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 Issuer's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.4(f) on the same terms and conditions as apply to the Issuer or other disposition the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register such stock, the Issuer shall give written notice to all such 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 5.2 shall relieve the Issuer of its obligations to effect a Demand Registration to the extent required by the holder Section 5.1 hereof. The Issuer will pay all Registration Expenses in connection with each registration of such Registrable Shares so registered. In the event that any Securities requested pursuant to this Section 5.2. (b) If a registration pursuant to this Section 5 shall be5.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering requested by any Shareholder in a Demand Registration, in whole or which case the provisions with respect to priority of inclusion in partsuch offering set forth in Section 5.1(d) shall apply) and the managing underwriter advises the Issuer that, an underwritten public offering of Common Stockin its view, the number of shares of Preferred Stock or Common Stock or Warrants which the Issuer and the Selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Issuer will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be included in such an underwriting may be reduced (first by eliminating any shares held by stockholders registered for the account of the Company other than Right Holders, then by eliminating any shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, by eliminating shares held by the Right Holders pro rata to the respective number of Registrable Shares required by the Right Holders to be included in the registration) if and to the extent that the managing underwriter shall be of the opinion that such inclusion Issuer as would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the Right Holders proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect not cause the offering price or its ability to complete exceed the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting without such an effect.Maximum Offering Size; and