Common use of Incidental Registration Clause in Contracts

Incidental Registration. If the Company at any time (other than pursuant to Section 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 S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 43 or Section 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 S-4 X-0, X-0 or another form not available for registering the Restricted Stock Registrable Shares for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock Registrable Shares of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Registrable Shares, the Company will use all its commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock 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 (in accordance with its written request) of such Restricted Stock Registrable Shares 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 Restricted Stock as a group (including Registrable Shares) to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) reduced, if and to the extent that the managing underwriter shall be is of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other therein; provided, however, that any such reductions shall be made only in the following manner: first, those shares that are not Registrable Shares (excluding those shares that the Company has proposed to be registered) may be removed from the underwriting to the extent necessary to satisfy such marketing limitation; second, if additional shares need to be removed from the underwriting to satisfy such marketing limitation, then Registrable Shares resulting from the conversion of shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (including Warrant Exercise Shares) may be removed from the underwriting (pro rata based on the number of such shares that had been designated for inclusion in the underwriting by each holder of securities thereof) to the extent necessary to satisfy such marketing limitation ;and third, , if additional shares need to be removed from the underwriting to satisfy such marketing limitation, then those shares that the Company has proposed to be registered may be removed from the underwriting to the extent necessary to satisfy such marketing limitation; and further provided, however, that in no event may fewer than twenty percent (20%) of the Company. Notwithstanding total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the foregoing provisions, the Company may withdraw any registration statement referred to managing underwriter shall in this Section 5 without thereby incurring any liability to good faith advise the holders thereof proposing to distribute their securities through such underwriting that such level of Restricted Stockparticipation 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) 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 S-4 or another form not available for registering the Restricted Stock for sale person, it shall give notice to the public), each Holders of such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to dointention. Upon the written request of any such holder received by the Company Holders, 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 Holders. Notwithstanding any other provision of this Section 2, with respect to an underwritten public offering by the Company, if the managing underwriter advises the Company in writing that marketing or other factors require a limitation of the number of shares to register any be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, shares held by the Holders and by other shareholders of its Restricted Stock (which request the Company who are entitled to have their shares included in such registration, pro rata among them to the extent necessary to satisfy such limitation. To the extent Registrable Shares are excluded from such underwriting, the Holders shall state agree not to sell their Registrable Shares included in the intended method registration statement for such period, not to exceed 180 days, as may be required by the managing underwriter, and the Company shall keep effective and current such registration statement for such period as may be required to enable the Holders to complete the distribution and resale of disposition thereof)their Registrable Shares. Notwithstanding the provisions of this Section 2, the Company will use all commercially reasonable efforts (subject shall have the right at any time after it shall have given notice to the rights Holders, to elect not to file any such proposed registration statement; provided, however, that each key officer and director of any holders the Company and each person who, at the time of securities the proposed filing of such public offering, beneficially owns 1% or more of the outstanding capital stock of the Company, other than on a fully-converted, fully-diluted basis, shall enter into the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stocksame agreement.

Incidental Registration. If Subject to Section 13(f) of this Agreement, if the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. 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, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the holders of Restricted Stock invoking the rights under this Section 5 on a pro rata basis based on the total number of shares of Restricted Stock as held by such holders; and third, to any stockholder of the Company (other than such holders) on a group to pro rata basis. No such reduction shall reduce the amount of securities of the selling holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration. In no event will shares of any other selling stockholder be included in such an underwriting registration that would reduce the number of shares which may be reduced (pro rata among the included by holders of Restricted Stock based upon without the number written consent of the holders of not less than sixty-six and two-thirds percent (66 2/3%) of the Restricted Stock proposed to be sold in the offering. If any such holder disapproves of the terms of any such underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any shares of Restricted Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any holder which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person 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 carrying registration rights owned by all entities and individuals included in 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 or other holder of securities of the Companyholder, as defined in this sentence. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

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 4on From S-8 or Form 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 securities 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 S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it company will give written notice of its determination to all holders of outstanding Restricted Stock of its intention so to doRegistrable Stock. Upon the written request of any such a holder received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Registrable Stock, the Company will use cause all commercially reasonable efforts (subject to such Registrable Stock, the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to 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 the Registrable Stock to be so registered in accordance with the terms of the proposed offering. If the registration statement is to cover an underwritten distribution, the Company shall use its written request) of such Restricted best efforts to cause the Registrable Stock so registered. In the event that any registration 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 the good faith judgment of the managing underwriter of such public offering, the inclusion of all 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 partthe 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, an underwritten public the Registrable Stock to be included in such offering and the other shares of Common Stock, Stock to be included in such offering shall each be reduced pr rata in proportion to the number of shares of Restricted Common Stock as a group proposed to be included in such an underwriting may be reduced (pro rata among the holders offering by each holder of Restricted Stock based upon the number of such shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

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 4on Form S-8 or Form 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 S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it Company will give written notice of its determination to all holders of outstanding Restricted Stock of its intention so to doRegistrable Stock. Upon the written request of any such a holder received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Registrable Stock, the Company will use cause all commercially reasonable efforts (subject to such Registrable Stock, the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to 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 the Registrable Stock to be so registered in accordance with the terms of the proposed offering. If the registration statement is to cover an underwritten distribution, the Company shall use its written request) of such Restricted best efforts to cause the Registrable Stock so registered. In the event that any registration 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 the good faith judgment of the managing underwriter of such public offering, the 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 partthe 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, an underwritten public the Registrable Stock to be included in such offering and the other shares of Common Stock, Stock to be included in such offering shall each be reduced pro rata in proportion to the number of shares of Restricted Common Stock as a group proposed to be included in such an underwriting may be reduced (pro rata among the holders offering by each holder of Restricted Stock based upon the number of such shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If After the IPO, if the Company at any time (other than on Forms S-4 or S-8 or any successors to such forms, pursuant to Section 45.1 hereof) proposes to register any of its securities Company Common Stock under the Securities Act for sale to the publicpublic (which, whether for its own account or for this purpose shall include the account registration generally of other security holders or both (except with respect to securities under a universal shelf registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the publicstatement), each such time it will give written notice to all holders of outstanding Restricted Stock Parent of its intention so to do. Upon the written request of any such holder Parent, received by the Company within 30 15 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted shares of Company Common Stock held by Parent or any Subsidiary of Parent as to which registration shall have been so requested to be included in the securities to be covered by the such registration statement (the "Incidental Registration Statement") proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 5.2 shall be, in whole or in part, an underwritten public offering of Common Stockoffering, the number of such shares of Restricted Stock as a group held by Parent to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the those securities to be sold by the Company or therein. In the event other holder holders of securities shares of Company Common Stock also have registration rights as a result of the Companyfiling of such Incidental Registration Statement, any such reduction shall be done pro rata with such other holders. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement Incidental Registration Statement referred to in this Section 5 without thereby incurring any liability to the holders Parent, if the Board of Restricted StockDirectors of the Company determines in good faith that it is in the Company's best interest to do so.

Incidental Registration. If the Company at any time (other than pursuant to Section 42) 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 its security holders or both (except with respect to registration statements on Forms S-4 X-0, X-0 or another form any other Form not available for registering the Restricted Stock for sale to the public), on each such time it occasion the Company will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days 10 Business Days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all its commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the lawful sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company 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 executive officer or other holder of securities director of the Company. Notwithstanding the foregoing provisions, the Company may at any time decline to file or withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders of the Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company 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 other holder requesting holders of securities of the CompanyRestricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 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 S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it the Company will give written notice to all holders Holders of outstanding Restricted Stock of its intention so to dodo so. Upon the written request of any such 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 such Holder's Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially its reasonable best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder Holder (in accordance with its such Holder's written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may shall be reduced (pro rata among the holders of Restricted Stock based upon the such number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would not adversely affect the marketing of the securities to be sold by the Company or other holder the requesting party therein or as otherwise advisable and subject, in any case, to any superior rights of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred others to have their shares included in this Section 5 without thereby incurring any liability to the holders of Restricted Stocksuch registration.

Incidental Registration. If Each time the Company at any time (other than pursuant shall determine to Section 4) proposes to register file a Registration Statement in connection with the proposed offer and sale for money of Common Stock by it or any of its securities under shareholders, the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will Company shall give written notice of its determination to all holders of outstanding Restricted Stock of its intention so to doHolders. Upon the written request of any such 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 Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use cause all commercially reasonable efforts (subject to such shares of Registrable Stock, the rights Holders of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to 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 (in accordance with its written request) prospective seller or sellers of such Restricted the Registrable Stock so registered. In If the event that any registration Registration Statement is to cover an underwritten distribution, the Company shall cause the 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 would interfere with the successful marketing of a smaller number of shares to be offered, then the number of shares of Restricted Registrable Stock as a group and other securities to be included in such an underwriting may the offering (other than shares to be sold by the Company or by any other party or parties pursuant to demand registration rights granted to them) shall be reduced (to the required level with the participation in such offering to be pro rata among the holders of Restricted Stock thereof, based upon the number of shares of Restricted Registrable Stock and other securities owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or therein; provided, however, that (other holder of securities than in the case of the Companyinitial public offering of Common Stock) such number of shares of Restricted Stock shall not be reduced below 30% of the total number of shares to be offered in such an underwriting, and such number of shares of Restricted Stock shall not be reduced at all if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 43.1) 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 other than the Investors or both (except with respect to registration statements on Forms S-4 S-4, S-8 or another form not available for registering the Restricted Stock Registraxxx Xxxxes for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock each Investor then holding Registrable Shares of its intention so to do. Upon the written request of any such holder Investor, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)such Registrable Shares, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock such 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 (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group Registrable Shares to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Investors based upon the number of shares of Restricted Stock Registrable Shares owned by such holdersInvestors) 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 Registrable Shares shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or other holder of securities the requesting Investors, and provided, further, however, that in no event may less than 30% of the Companytotal number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3.2 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 44 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 or, both (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company 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 other holder requesting holders of securities of the CompanyRestricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 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 S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to dodo so. Upon the written request of any such holder holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially its reasonable best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite required to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that (i) 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 other holder requesting holders of securities Restricted Stock, and (ii) except in the case of a registration relating to the IPO, in no event may less than one-third of the Companytotal number of shares of Common Stock to be included in such underwriting be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 4) proposes to register on a firmly underwritten public offering basis any of its securities Common Stock to be offered for cash for its own account pursuant thereto it shall give written notice (the "Company's Notice"), at its expense, to all holders of Registrable Securities of its 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 Securities desires to dispose of all or part of such stock, he, she or it may request registration thereof in connection with the Company's registration by delivering to the Company, within ten days after receipt of the Company's Notice, written notice of such request (the "Holder's Notice") stating the number of shares of Registrable Securities which such holder desires to sell pursuant to the registration. The Company shall use its best efforts to cause all shares 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 S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by such holder or holders of the holder (in accordance with its written request) of such Restricted Stock shares so registered. In , subject however, to the event limitations set forth in Section 4.3 hereof. (b) Notwithstanding anything to the contrary contained in this Section 4.2, no person (as defined, for these purposes, in Rule 144) who then beneficially owns 1% or less of outstanding shares of any class of securities of the Company or is not subject to the volume limitations set forth in Rule 144 may request that any of its Registrable Securities be included in any registration statement filed by the Company pursuant to this Section 5 shall be4.2 unless, in whole or the opinion of counsel for such person, such person's intended disposition of Registrable Securities could not be effected within 90 days of the date of said opinion without registration of such shares under the Securities Act (assuming, for this purpose, that if "current public information" (as defined in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holdersRule 144) if and is available with respect to the extent that the managing underwriter shall be Company as of the opinion that date of such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisionsopinion, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stockit will remain so available for such 90-day period).

Incidental Registration. If Subject to the Company limitations set forth in Section 9.3 hereof, if, at any time (other than pursuant to Section 4) during the five year period ending on the date five years from the date of this Warrant, the Company proposes to register any shares of its securities Common Stock under the Securities Act (except for sale any registration on Form S-8, or any similar form then in effect, of shares of its Common Stock to be offered to employees pursuant to any employee benefit plans), it shall give notice (the "Registration Notice") to the public, whether for its own account or for holder of such intention and shall permit the account of other security holders or both (except with respect holder to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of include in any such holder received by registration statement any issued and outstanding Warrant Shares (the Company "Registrable Securities"). If, within 30 twenty (20) days after of the giving of any the Registration Notice, the holder notifies (the "Inclusion Notice") the Company that it wishes to include the Registrable Securities in such notice by the Company, to register any of its Restricted Stock registration (which request Inclusion Notice shall state the intended method number of disposition thereof), the Company will use all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested Registrable Securities to be included in and the securities proposed method of distribution of same) the Company shall use its best efforts to cause all such Registrable Securities to be covered by included under the proposed registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other for disposition by the holder (in accordance with its written request) the methods of such Restricted Stock so registereddisposition designated by the holder in the Inclusion Notice. In Notwithstanding the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stockforegoing, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and Company may, 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 then permitted by the Company or other holder of securities of Act, at any time prior to the Company. Notwithstanding time the foregoing provisionssubject registration statement has become effective, determine not to effect such registration, in which event the Company may withdraw any registration statement referred shall have no further obligation to in this Section 5 without thereby incurring any liability to register the holders of Restricted StockRegistrable Securities as proposed.

Incidental Registration. If the Company at any time (other than pursuant to Section 2 or Section 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 public (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock Registrable Shares for sale to the public, other than a registration statement including registration on the request of other shareholders of the Company), each such time it will give written notice to all holders of outstanding Restricted Stock Registrable Shares of its intention so to dodo so. Upon the written request of any such holder holder, received by the Company within 30 thirty (30) days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Registrable Shares, the Company will use all commercially its reasonable best efforts (subject to the rights of any holders of securities provisions of the Company, other than the Company, included in such registrationfollowing two sentences) to cause the Restricted Stock 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 (in accordance with its written request) of such Restricted Stock Registrable Shares 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 StockOrdinary Shares, the number of shares of Restricted Stock as a group to be included in such an underwriting may will be reduced allocated, first, to the persons initially requesting such registration (including, if applicable, the Company), second, to the holders of Registrable Shares and other shareholders of the Company having incidental registration rights as of the date hereof (pro rata among the holders of Restricted Stock based upon on the number of shares beneficially owned (as determined pursuant to Rule 13d-3 of Restricted Stock the Exchange Act) by such holders), and third, to the other shareholders of the Company then having incidental registration rights (pro rata based on the number of shares owned by such holders) ), but such allocation shall only be made if and to the extent that the managing underwriter shall be of the opinion that the inclusion of such inclusion shares in the underwriting would not adversely affect the marketing of the securities to be sold by therein. In the event that the Company determines not to proceed with or other holder consummate a registration of its securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred that is subject to in this Section 5 without thereby incurring any liability to 3, the holders of Restricted StockRegistrable Securities shall not have any rights under this Section 3 with respect to such a registration.

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 Form S-8 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) holders of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders to the extent of Restricted Stock based upon the number pro rata interests of shares such requesting holders in the outstanding stock of Restricted Stock owned by such holdersthe Company (assuming conversion of the Series A Preferred Stock) 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 or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 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 S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holdersholders and the shares of Common Stock held by the persons or entities referred to in clauses (ii) and (iii) of the proviso to this Section 5(a)) if and to the extent that the managing underwriter shall be advises the Company that marketing factors require a limitation of the opinion number of shares of Common Stock to be underwritten in such registration; provided, however, that such inclusion would adversely affect number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the marketing account of any person other than (i) the Company, (ii) requesting holders of Restricted Stock or (iii) any other holders of Common Stock ,(or securities convertible into or exchangeable for Common Stock) who as of the securities date hereof, are entitled to contractual "piggyback" or "incidental" rights to be sold included in the registration statement. Notwithstanding the provisions of this Section 5(a), if the registration was initiated by the Company at the request of a person or other holder of securities persons entitled to demand rights as of the Company. Notwithstanding date hereof exercising such demand rights, priority in underwriter cutbacks with respect to such registration shall be governed by the foregoing provisionsprovisions of their particular agreement providing for such demand rights; provided, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to that the holders of Restricted Stock that have requested inclusion of their Restricted Stock to be included therein shall be pari passu with the holders of Series E Preferred Stock, if any, who have exercised their rights to incidental registration under Section 5 of the Registration Rights Agreement dated June 17, 2003, among the Company and the investors named therein (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders and the shares of Common Stock issuable upon conversion of the Series E Preferred Stock held by holders of such securities) and have priority over any other persons holding securities requested to be included in such registration. Whenever a registration statement is deemed (pursuant to the provisions of Section 4) to be a registration statement initiated by the Company and therefore governed by the provisions of this Section 5, such registration statement shall nevertheless be deemed to count as a registration statement required to be filed by the Company under Section 4 if the registration statement covers all shares of Restricted Stock specified in the notices from the requesting holders thereof for sale in accordance with the method of disposition specified in such notice, becomes effective and, if such method of disposition is a firm commitment underwritten public offering, 75% of all such shares are sold pursuant thereto. (b) Notwithstanding anything herein to the contrary, the Company shall not be required to file any registration statement registering the Restricted Stock upon the demand of the holders of the Restricted Stock made under Section 4 during the period beginning on the date of the Company's receipt of a notice from requesting holders pursuant to Section 4 or Section 6 of the Registration Rights Agreement by and among the Company, Edison Venture Fund II, L.P. and Edison Venture Fund, II-Pa., L.P. and ending on the date on which the distribution of the securities included in such registration has been completed.

Incidental Registration. If the Company at any time (other than pursuant to Section 2 or Section 4) proposes to register any of its securities under the Securities Act for sale to the public, whether public for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering S-8) or the Restricted Stock for sale to the public)account of any other person, each such time it will give written notice to all holders of outstanding Restricted Stock Central of its intention so to do. Upon the written request of any such holder Central, received by the Company within 30 thirty (30) days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted such shares of Common Stock owned by Central as to which registration shall have been so requested Central requests 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 Central (in accordance with its written request) of such Restricted Stock so registeredshares. In The Company may include in any registration statement to be filed for its own account, without Central's consent, any securities which are beneficially owned by Registration Rights Holders who have registration rights under the event that Existing Rights Agreements and which cannot be freely sold without such registration. 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 Restricted Common Stock as a group offered by Central to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities (if any) to be sold by the Company or therein, provided, however, that such number of shares of Common Stock held by Central shall not without Central's consent be reduced in order to allow any shares to be included in such underwriting for the account of any person other holder of securities of than the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders of Restricted StockCentral.

Incidental Registration. If the Company at any time (other than pursuant to Section 2 or 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 S-4 or S-4, X-0 xx another form not available for registering the Restricted Stock Registrable Securities for sale to the public), each such time it the Company will give written notice to all holders Holders of outstanding Restricted Stock Registrable Securities of its intention so to do. Upon the written request of any such holder Holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Registrable Securities, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering Public Offering of Common Stock, the number of shares of Restricted Stock as a group Registrable Securities to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Holders based upon the number of shares of Restricted Stock Registrable Securities owned by such holdersHolders) if and to the extent that the managing underwriter shall be is of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders Holders of Restricted StockRegistrable Securities.

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or S-4, X-0 xx another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned held by such requesting holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Restricted Stock held by the Founders or such other holder requesting holders of securities 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. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the Founders or such other requesting holders of Restricted Stock., and, provided, further, that in no event shall the number of shares of Restricted Stock included in the offering be reduced below twenty percent (20%) of the total number of shares of Common Stock

Incidental Registration. If the Company at any time (other than pursuant to Section 43.1) 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 other than the Investors or both (except with respect to registration statements on Forms S-4 S-4, S-8 or another form not available for registering the Restricted Stock for Registrable Xxxxxx xor sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock each Investor then holding Registrable Shares of its intention so to do. Upon the written request of any such holder Investor, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)such Registrable Shares, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock such 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 (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group Registrable Shares to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Investors based upon the number of shares of Restricted Stock Registrable Shares owned by such holdersInvestors) 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 Registrable Shares shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or other holder of securities the requesting Investors, and provided, further, however, that in no event may less than 30% of the Companytotal number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3.2 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 45) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or S-4, X-0 xx another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. 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 Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company 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 other holder requesting holders of securities of the CompanyRestricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 4 without thereby incurring any liability to the holders of Restricted Stock. For purposes of this Section 4 and Sections 5, 12(a) and 12(d), the term "Restricted Stock" shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Section 5, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof.

Incidental Registration. If the Company at any time (other than pursuant to Section 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 S-4 or S-4, X-0 xx another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 fifteen days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. 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 Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders and all other holders of Restricted Stock Registrable Securities seeking to sell shares in such underwriting, based upon the number of shares of Restricted Stock owned or Registrable Securities held by each such holdersholder) 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 or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time on or following the 180th day following the date of this Agreement (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders the holder of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 10 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (if the initial holder made any transfers of Restricted Stock and related registration rights hereunder, then pro rata among the holders initial holder of Restricted Stock and his transferees based upon the number of shares of Restricted Stock owned by such holdersholder) if and to the extent that that, and only to the extent that, the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the 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 other the initial holder of securities Restricted Stock, such number of shares of Restricted Stock shall be reduced pro rata based on the ownership of the Companyselling 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 one-third of the total number of shares of Common Stock to be included in such underwriting be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders holder of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 4) after twelve months from the effective date of the Company's initial Registration Statement on Form SB-2, the Company proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 15 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. 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 Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder therein, PROVIDED, HOWEVER, that any such reduction in the number of securities shares of the CompanyRestricted Stock included in such underwriting shall be pro rata among all selling security holders requesting inclusion therein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 4 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 thirty (30) days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially its reasonable best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities therein; provided that with respect to any registration of the Company. Notwithstanding ’s securities other than a registration for the foregoing provisionsCompany’s initial public offering, (a) all other securities are first entirely excluded from the Company may withdraw any registration statement referred registration; and (b) the holders’ Restricted Stock shall not be reduced to in this Section 5 without thereby incurring any liability to a number such that the holders holders’ Restricted Stock being registered represents less than twenty five percent (25%) of Restricted Stockthe total amount of securities being registered by the Company.

Incidental Registration. If the Company Buyer at any time (other than pursuant ----------------------- to Section 42) 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 public (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will shall give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company Buyer within 30 days after the giving of any such notice by the CompanyBuyer, to register any of its Restricted Stock which have been released from their respective Lock-ups (which request shall state the intended method of disposition thereof), the Company Buyer will use all commercially its reasonable commercial efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registeredBuyer. 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 Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter or underwriters shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the CompanyBuyer. Notwithstanding the foregoing provisions, the Company Buyer may elect not to file, withdraw or file a post-effective amendment terminating any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 43.1) 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 other than the Investors or both (except with respect to registration statements on Forms S-4 S-4, S-8 or another form not available for registering the Restricted Stock Registraxxx Xxxxes for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock each Investor then holding Registrable Shares of its intention so to do. Upon the written request of any such holder Investor, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)such Registrable Shares, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock such 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 (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group Registrable Shares to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Investors based upon the number of shares of Restricted Stock Registrable Shares owned by such holdersInvestors) 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 Registrable Shares shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or other holder of securities the requesting Investors, and provided, further, however, that in no event may less than 30% of the Companytotal number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3.2 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 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 securityholders or both (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it the Company will give written notice to all holders Holders of outstanding Restricted Stock of its intention so to dodo so. Upon the written request of any such 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 such Holder's Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially its reasonable best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder Holder (in accordance with its such Holder's written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may shall be reduced (pro rata among the holders of Restricted Stock based upon the such number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would not adversely affect the marketing of the securities to be sold by the Company or other holder the requesting party therein or as otherwise advisable and subject, in any case, to any superior rights of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred others to have their shares included in this Section 5 without thereby incurring any liability to the holders of Restricted Stocksuch registration.

Incidental Registration. If the Company at any time (other than pursuant to Section 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 S-4 X-0, X-0 or another any other form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially its reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. 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 Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion all or a portion of such Restricted Stock would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 4 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 4) proposes to register any of its equity 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 Form S-4 or S-8 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder received by the Company holder, given within 30 20 days after the giving of any such notice by the Companynotice, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registeredStock. 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, any request by a holder pursuant to this Section 6 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters undet such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting. The number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders if Restricted Stock requesting that their shares of Restricted Stock be registered pursuant to this Section 6, based upon the number of shares share of Restricted Stock owned by stock which they desire to include in such holders) 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 ti be sold by the Company; provided, however, that, if any shares are to be included in such underwriting for the account of any person other than the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock, the number of shares to be included by any such person shall be reduced first. Notwithstanding anything to the contrary contained in this Section 6, in the event that there is a firm commitment underwritten offering of securities of the Company pursuant to a registration covering Restricted Stock and a selling holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall refrain from selling such Restricted Stock so registered pursuant to this section 6 during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its Restricted Stock in connection with such registration commencing on the 90th day after the effective date of such registration statement.

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock Registrable Securities for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock Registrable Securities of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Registrable Securities, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock Registrable 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 Restricted Stock as a group Registrable Securities to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock Registrable Securities owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or therein, provided, however, that such number of shares of Registrable Securities shall not be reduced if any shares are to be included in such underwriting for the account of any person other holder of securities of the Company. Notwithstanding the foregoing provisions, than the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the or requesting holders of Restricted StockRegistrable Securities.

Incidental Registration. If the Company at any time (other than pursuant to Section 2 or Section 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 S-4 Form S-1, Form S-8, their respective successor forms, or another form not available xxx xxxxxxxxe for registering the Restricted Stock Registrable Securities for sale to the public), each such time it will give written notice to all holders Holders of outstanding Restricted Stock Registrable Securities of its intention so to do. Upon The Company shall, upon the written request of any such holder Holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock Registrable Securities (which request shall state the intended method of disposition thereof), the Company will ) use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, Company all to the extent requisite to permit the sale or other disposition by the holder Holder (in accordance with its written request) of such Restricted Stock Registrable Securities 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 StockOrdinary Shares, the number of shares of Restricted Stock as a group Ordinary Shares to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Holders under this Agreement and under the Existing Registration Agreement, based upon the number numbers of shares of Restricted Stock Ordinary Shares owned by such holdersHolders) subject to any registration rights; 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 or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders Holders of Restricted StockRegistrable Securities (other than as provided in Section 6).

Incidental Registration. If Whenever the Company at any time (other than pursuant to Section 4) proposes to register any of its securities under the Securities Act for sale file a Registration Statement, prior to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time filing it will shall give written notice to all holders of outstanding Restricted Stock each Holder of its intention so to do. Upon do so, and upon the written request of any such holder received by the Company Holder given within 30 20 days after the giving of any Company provides such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereofof such Registrable Securities), the Company will use shall cause all commercially reasonable efforts (subject Registrable Securities which the Company has been requested to register to be registered under the Securities Act to the rights extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder(s). In connection with any offering under this Section 2(b) involving an underwriting, the Company shall not be required to include any Registrable Securities in such underwriting unless the holders of securities thereof accept the terms of the Companyunderwriting as agreed upon between the Company and the underwriters selected by it, other than 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 Securities 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 Securities which the managing underwriter believes may be sold without causing such registration) to cause adverse effect; provided, however, that in no such event shall less than 25% of the Restricted Stock as to aggregate amount of Registrable Securities which registration shall the Holders have been so requested to be included in the securities to such registration 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 (included in accordance with its written request) of such Restricted Stock so registeredpublic offering. In the event that any registration pursuant to this Section 5 shall be, of such a reduction in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisionsunderwriting, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.the

Incidental Registration. If (a) subject to the Company at any time (other than pursuant to Section 4) terms and conditions of this Agreement, if the company proposes to register any of its securities file a Registration Statement under the Securities Act for sale relating to the public, whether an underwritten public offering of shares of common stock (other than a Registration Statement on Form S-4 or Form S-5) to be offered for its own account or for the account of other security holders or both others, the Company shall (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give i) provide written notice of the proposed offering to all holders Shareholder, setting forth a description of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereofdistribution (the "Incidental Registration Notice"), and (ii) use its reasonable best efforts to register pursuant to such Registration Statement (an "Incidental Registration") such number of Registrable Securities as shall be specified in a written request by Shareholder made within 20 days after receipt of such written notice from the Company. (b) Shareholder shall (together with the Company) enter into an underwriting agreement in such form as shall have been negotiated and agreed to by the Company with the Underwriter or Underwriters selected for such underwriting by the Company. (c) Notwithstanding the foregoing, if at any time after giving written notice to Shareholder of its proposal to file a Registration Statement pursuant to Section 2.2(a) hereof and prior to the effective date of such Registration Statement, the Company will use all commercially reasonable efforts shall determine for any reason not to register the securities proposed to be covered thereby, the Company may, at its election, give written notice of such determination to Shareholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (subject but not from its obligation to pay certain expenses in connection therewith as provided in Section 3.2), without prejudice, however, to the rights of any holders of securities of the Company, other than the Company, included in such registration) Shareholder otherwise may have to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion request that such inclusion would adversely affect the marketing of the securities to registration be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this effected under Section 5 without thereby incurring any liability to the holders of Restricted Stock2.1.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public, and the registration statement to be filed by the Company to register the shares of Common Stock to be issued to the stockholders of Educo, Inc.), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holdersholders and the shares of Common Stock held by the persons referred to in clauses (ii) and (iii) of the proviso to this sentence) 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 (i) the Company, (ii) requesting holders of Restricted Stock or (iii) any other holder holders of securities Common Stock who as of June 30, 1998 are entitled to contractual "piggyback" or "incidental" rights to be included in the registration statement. Whenever a registration statement is deemed (pursuant to the provisions of Section 4 or Section 6) to be a registration statement initiated by the Company and therefore governed by the provisions of this Section 5, such registration statement shall nevertheless be deemed to count as a registration statement required to be filed by the Company under Section 6 and Section 4 if the registration statement covers all shares of Restricted Stock specified in the notices from the requesting holders thereof for sale in accordance with the method of disposition specified in such notice, becomes effective and, if such method of disposition is a firm commitment underwritten public offering, 75% of all such shares are sold pursuant thereto. (b) Notwithstanding anything herein to the contrary, the Company shall not be required to file any registration statement registering the Restricted Stock upon the demand of the holders of the Restricted Stock made under Section 4 or Section 6 of this Agreement during the period beginning on the date of the Company. Notwithstanding 's receipt of a notice from requesting holders pursuant to Section 4 or Section 6 of the foregoing provisionsRegistration Rights Agreement by and among the Company, Edison Venture Fund II, L.P. and Edison Venture Fund, II-Pa., L.P. and ending on the Company may withdraw any date on which the distribution of the securities included in such registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stockhas been completed.

Incidental Registration. If the Company at any time (other than pursuant to Section 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 S-4 X-0, X-0 or another any other form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially its reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite necessary to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that all or a portion of such inclusion Restricted Stock would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 4 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the publicany successor forms thereto), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite required to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that . (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 Restricted Stock as a group to be included in such an underwriting may be reduced (as follows: first from the Founder Shares, and then pro rata among the other requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) 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 other holder requesting holders of securities Restricted Stock, and provided further that in no event shall less than one-third of the Company. total number of shares of Common Stock to be included in such an underwriting be made available for shares of Restricted Stock. (c) Notwithstanding the foregoing provisionsprovisions of this Section 5, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 4) Company, after the date of this Agreement, proposes to register any of its securities under the Securities Act for sale Act, based upon a firm commitment underwritten public offering (other than pursuant to the publicSection 4 or Section 6), whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 S-4, S-8 or another form not available for registering the Restricted Stock for Xxxxx xor sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder therein; provided, however, that such number of securities shares of Restricted Stock shall not be reduced to less than one-third of the Companytotal shares to be included in such underwriting. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 2 or Section 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 S-4 S-4, X-0, X-4, F-11, F-12 or another form not available for registering the Restricted Registrable Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Registrable Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Registrable Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Registrable Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Registrable 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 StockOrdinary Shares, the number of shares of Restricted Registrable Stock as a group to be included in 4 such an underwriting may be reduced; provided, however, that in no event may less than one-third of the total number of Ordinary Shares to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of made available for shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the CompanyRegistrable Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders of Restricted Registrable Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 4Section4 or 5 hereof) 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 other than a registration effected to registration statements implement an employee benefit plan or a transaction to which Rule 145 or any similar or successor rule of the Commission under the Securities Act is applicable, on Forms Form S-4 or S-8 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice at such time to all holders of outstanding Restricted Stock of its intention so to dodo so. Upon the written request of any such holder received by the Company holder, given within 30 days after the giving receipt of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested requested, to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered; provided that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. In the event that any registration pursuant to this Section 5 Section6 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section6 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock (based upon the number of shares of Restricted Stock owned by such holdersso requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or therein; provided, however, if any shares (other holder than Restricted Stock) are to be included in such underwriting for the account of any person other than the Company, then the number of shares of Restricted Stock and other shares to be included in such underwritten public offering shall be determined in such a manner so that the holders of the Restricted Stock shall be entitled to offer the 75 percent of all shares of stock to be offered by persons other than the Company, with the remaining 25 percent of the shares to be offered on a pro rata basis among the holders of other shares and the holders of the Restricted Stock (based on the number of shares requested to be registered). Notwithstanding anything to the contrary contained in this Section 6, in the event that there is a firm commitment underwritten public offering of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any pursuant to a registration statement referred covering Restricted Stock and a holder of Restricted Stock does not elect to in this Section 5 without thereby incurring any liability sell his Restricted Stock to the holders underwriters of the Company's securities in connection with such offering, such holder shall refrain from selling such Restricted StockStock during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its Restricted Stock commencing on the 90th day after the effective date of such registration statement.

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) 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 a registration statements statement on Forms From S-4 or another form not available for registering S-8) or any other successor forms prescribed by the Restricted Stock for sale to commission, the public), each such time it Company will give written notice of its determination to all holders Holders of outstanding Restricted Stock of its intention so to doShares and Registrable Securities. Upon the written request of a Holder of any such holder received by the Company Shares 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 Restricted Stock (which request shall state the intended method of disposition thereof)Company will, except as herein provided, cause all such Registrable Securities, the Company will use all commercially reasonable efforts (subject to the rights Holders of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to 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 (in accordance with its written request) prospective seller or sellers of such Restricted Stock the Registrable 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 public offering of Common Stock, proceed with a registration after the number of shares of Restricted Stock as a group registration statement has been filed with the Commission and the Company's decision not to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock proceed is primarily based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or other holder of securities of the Company. Notwithstanding the foregoing provisionsin part, the Company may withdraw any registration statement referred require that the Registrable Securities requested for inclusion pursuant to in this Section 5 without thereby incurring any liability to be included in the holders of Restricted Stock.underwriting on the same terms and conditions as the securities otherwise being sold through the

Incidental Registration. If the Company at any time (other than pursuant to Section 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 S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale resale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention to do so to doand of the proposed method of distribution of such securities. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit and under the sale or other disposition by conditions that such registration is permitted under the holder (in accordance with its written request) of such Restricted Stock so registeredSecurities Act. 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 Restricted Stock as a group to be included in such an underwriting may be reduced or excluded partially or completely (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such the inclusion of some or all of the Restricted Stock 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 other requesting holders of Restricted Stock, the number of shares of Restricted Stock to be included in such underwriting shall not be reduced to a number which represents a percentage of the total number of shares of Restricted Stock as to which registration has been requested that is less than the highest percentage of shares being included in the underwriting for the account of any person who is not a holder of securities Restricted Stock (based on the number of the Companyshares as to which such person has requested registration). Notwithstanding the foregoing provisions, the Company may withdraw and delay for a reasonable period of time any registration statement referred to in this Section 5 4 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 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 S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any requesting registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holdersso requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or 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 holder of securities of the Company. Notwithstanding the foregoing provisions, than the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to and the holders of Restricted Stock. Notwithstanding anything to the contrary contained in Section 4 or 5 hereof, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall, to the extent required by such underwriters with respect to all holders of Restricted Stock, refrain from selling such Restricted Stock so registered pursuant to this Section 5 during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its -------- ------- Restricted Stock commencing on the 120th day after the effective date of such registration statement.

Incidental Registration. If the Company at any time proposes to ----------------------- register any of its equity securities (as defined in the Exchange Act) under the Securities Act (other than pursuant to Section 4) proposes 3.1 or pursuant to register any of its securities under the Securities Act a Special Registration), whether or not for sale to the public, whether for its own account or account, and the registration form to be used may be used for the account registration of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the public)Registrable Securities, each it will at such time it will give prompt written notice to all holders of outstanding Restricted Stock Registrable Securities of its intention to do so to do. Upon and, upon the written request of any such holder received by of Registrable Securities given to the Company within 30 days after the giving of Company has given any such notice by the Company, to register any of its Restricted Stock (which request shall state specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of all commercially reasonable efforts (subject to Registrable Securities which the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have Company has been so requested to be included in the securities to be covered register by the registration statement proposed to be filed by the Companyholders thereof, all to the extent requisite required to permit the sale or other disposition by the holder (in accordance with its written requestthe intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that: -------- (a) if such Restricted Stock so registered. In registration shall be in connection with the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten first public offering of Common StockStock following the Merger, the number of shares of Restricted Stock as a group to be included Company shall not include any Registrable Securities in such an underwriting may be reduced (pro rata among proposed registration if the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that Board shall have deter mined, after consultation with the managing underwriter shall be underwriters for such offering, that it is not in the best interests of the opinion that Company to include any Registrable Securities in such inclusion would adversely affect registration, provided that, if the marketing of the securities to be sold by Board makes such a determination, the Company or other holder of shall -------- not include in such registration any securities not being sold for the account of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.;

Incidental Registration. If the Company at any time (other than pursuant to Section 41.2 or Section 1.4) 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 S-4 X-0, X-0 or another form not available for registering the Restricted Registrable Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Registrable Stock of its intention so to do, provided, however, that, unless the proposed registration is in connection with a proposed firmly underwritten offering, the Company shall not be obligated to give written notice to holders of Registrable Stock that is then registered pursuant to an effective registration statement. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Registrable Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Registrable Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Registrable 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 Company Common Stock, the number of shares of Restricted Registrable Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Registrable Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein (if the reasonably anticipated aggregate price to the public of all such Registrable Stock would exceed $250,000), provided, however, that such number of shares of Registrable 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 other holder requesting holders of securities Registrable Stock, and provided, further, however, that in no event may less than one-third of the total number of shares of Company Common Stock to be included in such underwriting be made available for shares of Registrable Stock, unless such offering is a firm commitment underwritten public offering effected prior to the one year anniversary of the Company’s filing of the Super Form 8-K, in which event any or all of the Registrable Stock may be excluded from the underwriting. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 1.3 without thereby incurring any liability to the holders of Restricted Registrable Stock.

Incidental Registration. If the Company at any time (other than ----------------------- pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock you of its intention so to do. Upon the written request of any such holder from you, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its your Restricted Stock (which request shall state the number of shares of Restricted Stock to be registered and the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. 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, only shares of Restricted Stock which the requesting holders agree to include in the underwriting may be included in the registration, and the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or therein, provided, however, that such number of shares of Restricted Stock shall not be -------- ------- reduced unless the number of shares proposed to be included in such underwriting for the account of any person other holder of securities of the Company. Notwithstanding the foregoing provisions, than the Company may withdraw any registration statement referred or you is subject to in this Section 5 without thereby incurring any liability to the holders of Restricted Stocka similar pro rata reduction.

Incidental Registration. If the Company at any time (other than pursuant to Section 43 or Section 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 S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to dodo and of the proposed method of distribution of such securities. Upon the written request of any such holder holder, received by the Company within 30 days clays after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit and under the sale or other disposition by conditions such registration is permitted under the holder (in accordance with its written request) of such Restricted Stock so registeredSecurities Act. 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 Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion (and shall provide a written opinion) that such the inclusion of some or all of the Restricted Stock would adversely affect the marketing of the securities to be sold by the Company or other holder therein; provided, however, that such number of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders shares of Restricted Stock.Stock shall not be reduced if any shares are to be included in such underwriting for the account of any

Incidental Registration. (a) If the Company Corporation at any time (other than pursuant to Section 4) proposes to register any of its securities Common Stock under the Securities Act for sale to the public, whether (i) for its own account or for the account of other security holders or both (except with respect to a registration statements to be made on Forms S-4 S-4, S-8 or another such other form which is not available for registering the Restricted Stock Xxxxxx Xhares for sale to the public)) or (ii) for the account of the Apollo Entities, each such time it will give at least 10 days prior written notice to all holders of outstanding Restricted Stock Shareholders of its intention so to do. Upon the written request of any such holder Shareholder, received by the Company Corporation within 30 five days after the giving of any such notice by the CompanyCorporation, to register any of its Restricted shares of Common Stock (which request shall state the intended method of disposition thereof), the Company Corporation will use all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted shares of Common Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CompanyCorporation, all to the extent requisite to permit the sale or other disposition by by. the holder Shareholder (in accordance with its written request) of such Restricted shares of Common Stock so registered. Alternatively, the Corporation may in its sole discretion include such shares of Common Stock in a separate registration statement to be filed concurrently with the registration statement for the securities to be filed by the Corporation for its own account or for the account of the Apollo Entities. In the event that any registration pursuant to this Section 5 Paragraph 11 shall be, in whole or in part, an underwritten public offering of shares of Common Stock, the number of shares of Restricted Common Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Shareholders based upon the number of shares sharps of Restricted Common Stock owned by such holdersShareholders) if due to underwriter market limitations if, and to the extent extent, that the managing underwriter shall be of advises the Corporation that in its opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company Corporation therein. In addition, if the managing underwriter so advises, for any reason, against the inclusion of all or any portion of shares or Common Stock owned by Shareholders in the public offering, then the Shareholders shall only have the right to register shares of Common Stock therein as so advised by the managing underwriter. It is acknowledged by the parties hereto, that the rights of any selling Shareholder to include shares of Common Stock in a registration shall be subordinate to those of the Corporation and, subject to the foregoing provisions hereto, on a parity with any Apollo Entity or other holder person (including BT Investment Partners, Inc. and MTL Equity Investors, L.L.C. (collectively, the "Purchasers") pursuant to that certain common stock purchase and shareholders' agreement, dated as of June 9,1998, by and among the Corporation, the Apollo Entities and the Purchasers (the "Purchasers Shareholders' Agreement")) selling shares of Common Stock for its own account so that, except as may be provided pursuant to the two immediately preceding sentences, cut backs shall be made on a pro rata basis based on the number of shares of Common Stock held by each such person. Except as set forth above, there shall be no limit to the number of registrations that may be requested pursuant to this Paragraph 11. (b) In connection with each registration pursuant to Paragraph 11 (a) covering an underwritten public offering, each Shareholder selling Shares pursuant thereto agrees to (i) enter into a written agreement with the managing underwriter under the same terms and conditions as apply to the Corporation or the selling shareholders, as applicable and (ii) furnish to the Corporation in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary and shall be requested by the Corporation in order to comply with federal and applicable state securities laws (c) If, at any time after giving notice of its intention to register any stock pursuant to this Paragraph 11 and prior to the effective date of the Company. Notwithstanding the foregoing provisionsregistration statement filed in connection with such registration, the Company may withdraw Corporation shall determine for any reason not to register such stock, the Corporation shall give written notice to all Shareholders and, thereupon, shall be relieved of its obligation to register any Shares. in connection with such registration. (d) The Shares shall cease to be registrable pursuant to this Paragraph 1 I on the date which is the earlier of (i) the date upon which it is effectively registered under the Act and disposed of in accordance with any registration statement referred to in this Section 5 without thereby incurring any liability covering it, (ii) the date upon which it may be distributed to the holders of Restricted Stockpublic without limitation pursuant to Rule 144 (or any similar provision then in force) promulgated under the Act and (iii) the date four years from the Merger Date.

Incidental Registration. If the Company at any time (other than pursuant to Section 2 or Section 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 S-4 Form S-4, Xxxx X-0, xxeir respective successor forms, or another form not available for registering the Restricted Stock Registrable Shares for sale to the public), each such time it will give written notice to all holders Holders of outstanding Restricted Stock Registrable Shares of its intention so to do. Upon For a period of five (5) years following such registration, the Company shall, upon the written request of any such holder Holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock Registrable Shares (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock 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, Company all to the extent requisite to permit the sale or other disposition by the holder Holder (in accordance with its written request) of such Restricted Stock Registrable Shares 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 Restricted Common Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Holders based upon the number of shares of Restricted Common Stock owned by such holdersHolders) 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 or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders Holders of Restricted StockRegistrable Shares (other than as provided in Section 6).

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 4on Form S-8 or Form 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 S-4 or another form not available for registering the Restricted Stock for sale to the public), each such time it Company will give written notice of its determination to all holders of outstanding Restricted Stock of its intention so to doRegistrable Stock. Upon the written request of any such a holder received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Registrable Stock, the Company will use cause all commercially reasonable efforts (subject to such Registrable Stock, the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to 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 the Registrable Stock to be so registered in accordance with the terms of the proposed offering. If the registration statement is to cover an underwritten distribution, the Company shall use its written request) of such Restricted best efforts to cause the Registrable Stock so registered. In the event that any registration requested for inclusion pursuant to this Section 5 shall be1l(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 the good faith judgment of the managing underwriter of such public offering, the 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 shares to be sold by the Company, the Registrable Stock to be included in part, an underwritten public such offering and the other shares of Common Stock, Stock to be included in such offering shall each be reduced pro rata in proportion to the number of shares of Restricted Common Stock as a group proposed to be included in such an underwriting may be reduced (pro rata among the holders offering by each holder of Restricted Stock based upon the number of such shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 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 S-4 S-4, S-8 or another form not available for registering the Restricted Stock Restrictex Xxxxx for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 fifteen days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. 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 Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders and all other holders of Restricted Stock Registrable Securities seeking to sell shares in such underwriting, based upon the number of shares of Restricted Stock owned or Registrable Securities held by each such holdersholder) 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 or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If Subject to Section 13(f) of this Agreement, if the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 S-4, S-8 or another form not available for registering the Restricted Stock for Sxxxx xxx sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. 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, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the holders of Restricted Stock invoking the rights under this Section 5 on apro rata basis based on the total number of shares of Restricted Stock as a group held by such holders; and third, to any stockholder of the Company (other than such holders) on apro rata basis. No such reduction shall reduce the amount of securities of the selling holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration. In no event will shares of any other selling stockholder be included in such an underwriting registration that would reduce the number of shares which may be reduced (pro rata among the included by holders of Restricted Stock based upon without the number written consent of the holders of not less than sixty-six and two-thirds percent (662/3%) of the Restricted Stock proposed to be sold in the offering. If any such holder disapproves of the terms of any such underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any shares of Restricted Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any holder which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and anytrusts for the benefit of any of the foregoing person shall be deemed to be a single holder, and anypro rata reduction with respect to such holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in 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 or other holder of securities of the Companyholder, as defined in this sentence. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 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 S-4 or another form not available for registering the Restricted any Common Stock for sale to the publicpublic pursuant to a firm commitment underwriting (other than in connection with an Initial Public Offering in which Parent is not selling any of the Company's Common Stock held, directly or indirectly, by Parent), each such time it the Company will give written notice at such time to all holders of outstanding Restricted Stock Registrable Shares, as to which Warrants have been been exercised or are then exercisable, of its intention so to dodo so. Upon the written request of any such holder received by the Company holder, given within 30 thirty (30) days after the giving receipt of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Registrable Shares, the Company will use all commercially its reasonable best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock 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 Restricted Stock 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 be, in whole or in part, an underwritten public offering of Common Stock, specify the number of shares of Restricted Stock as a group Registrable Shares to be included in the underwriting and that such an Registrable Shares are to be included in the underwriting may be reduced (pro rata among on the holders of Restricted Stock based upon same terms and conditions as the number of shares of Restricted Common Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be otherwise being sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.through underwriters under such

Incidental Registration. If the Company at any time (other than ----------------------- pursuant to Section 42 hereof) 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 securityholders or both (except with respect to registration statements on Forms Form S-4 or S-8 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice at such time to all holders of outstanding Restricted Stock of its intention so to dodo so. Upon the written request of any such holder received by the Company holder, given within 30 days after the giving receipt of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered; provided that nothing herein shall prevent the Company from -------- abandoning or delaying such registration at any time. In the event that any registration pursuant to this Section 5 4 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 4 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting. The number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock and other requesting securityholders who request pursuant to their demand or incidental registration rights or other similar rights, based upon the total number of shares of Restricted Stock owned by such holdersso requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder therein. Notwithstanding anything to the contrary contained in this Section 4, in the event that there is a firm commitment underwritten public offering of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any pursuant to a registration statement referred covering Restricted Stock and a holder of Restricted Stock does not elect to in this Section 5 without thereby incurring any liability sell his Restricted Stock to the holders underwriters of the Company's securities in connection with such offering, such holder shall agree to refrain from selling or otherwise transferring its Restricted StockStock for a period, to be determined by the managing underwriter, of up to 180 days.

Incidental Registration. If Subject to Section 13(f) of this Agreement, if the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 S-4, S-8 or another form not available for registering the Restricted Stock Restrictex Xxxxx for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. 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, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the holders of Restricted Stock invoking the rights under this Section 5 on a PRO RATA basis based on the total number of shares of Restricted Stock as held by such holders; and third, to any stockholder of the Company (other than such holders) on a group to be PRO RATA basis. No such reduction shall reduce the amount of securities of the selling holders included in the registration below thirty percent (30%) of the total amount of securities included in such an underwriting may be reduced (pro rata among registration. Furthermore, unless such offering is the holders Company's first underwritten public offering of Restricted its Common Stock based upon after the date hereof, in the event of a reduction in the total amount of shares included in the registration, the number of shares of Series A and Series B Preferred Stock (or the shares of Common Stock issued upon conversion thereof) shall be reduced prior to any reduction in the number of shares of Series C Preferred Stock (or the shares of Common Stock issued upon conversion thereof). In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by holders of Restricted Stock owned by such holders) if and to without the extent that the managing underwriter shall be written consent of the opinion that such inclusion would adversely affect the marketing holders of not less than sixty-six and two-thirds percent (66 2/3%) of the securities Restricted Stock proposed to be sold in the offering. If any such holder disapproves of the terms of any such underwriting, such holder may elect to withdraw therefrom by written notice to the Company or other holder of securities and the underwriter, delivered at least ten (10) business days prior to the effective date of the Companyregistration statement. Any shares of Restricted Stock excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any holder which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person 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 carrying registration rights owned by all entities and individuals included in such holder, as defined in this sentence. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company If, at any time or from time to time ----------------------- during a period of three years following the Issue Date, the Company shall propose to file a registration statement (a "Registration Statement") with the Commission with respect to the proposed sale by the Company of shares of its Common Stock (or securities exchangeable or convertible therefor) to an underwriter(s) for reoffering to the public (an "Underwritten Offering") (other than pursuant to Section 4) proposes to register any in connection with an offering on Form S-4 or Form S-8 or successor forms of its securities such registration statements under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the publicAct), then the Company shall in each such time it will case give written notice (the "Notice") of such proposed filing to all holders the Holders not less than 30 days before the anticipated filing date, which shall offer to the Holders the opportunity to include in such Registration Statement such number of outstanding Restricted Stock of its intention so to doRegistrable Shares as each Holder may request. Upon the written request of by any such holder received by the Company Holder given within 30 15 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Notice, the Company will use all commercially reasonable efforts (subject shall include in any Registration Statement relating to the rights of any holders of securities Common Stock of the CompanyCompany all or such portion of the Registrable Shares as the Holders may request. Neither the delivery of the Notice by the Company nor of such request by the Holders shall obligate the Company to file such Registration Statement and, other than notwithstanding the Companyfiling of such Registration Statement, included in such registration) the Company may, at any time prior to cause the Restricted Stock as effective date thereof, determine not to which registration shall have been so requested to be included in offer the securities to be covered by the registration statement proposed to be filed by the Companywhich such Registration Statement relates, all without liability or obligation to the extent requisite Holders. As a condition to permit the sale or other disposition by the holder (any Holder including any Registrable Shares in accordance with its written request) of such Restricted Stock so registered. In the event that any registration Registration Statement pursuant to this Section 5 shall be2, in whole or in part, an underwritten public offering such Holder agrees to effect sales of Common Stock, such Registrable Shares thereunder solely under the number plan of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold distribution established by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stockand set forth therein.

Incidental Registration. If the Company at any time (other than pursuant to Section 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 S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the publicpublic or in connection with the Company's initial public offering of Common Stock), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its said written request) of such Restricted Stock so registered. In the event that any registration regisration pursuant to this Section 5 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holdersholders or to zero) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect effect the marketing of the securities to be sold by the Company or 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 holder of securities of the Company. Notwithstanding the foregoing provisions, than the Company may withdraw or requesting holders of Restricted Stock, except on a pro rata basis with a reduction in the number of shares included for the account of any registration statement referred to in this Section 5 without thereby incurring any liability to person other than the Company or requesting holders of Restricted Stock.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 4Paragraph 2 hereof) proposes to register any of its securities under the Securities Act for sale to the publicsale, whether for its own account or for the account of other security holders securityholders or both (except with respect to registration statements Registration Statements on Forms S-4 Form S-0, Xxxx X-0, or another form not available for registering the Restricted Stock for sale to the public), it will each such time it will give written notice to all holders of outstanding Restricted Stock the Holder of its intention so to do. Upon the written request of any such holder received by the Company Holder, given within 30 20 days after the giving receipt of any such notice by the Companynotice, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite Registration Statement to permit the sale or other disposition by the holder such Holder (in accordance with its their written request). (b) The Company's obligation in Subparagraph 3(a) above shall extend only to the inclusion of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock in a Registration Statement, and not as to the determination of the manner of disposition. The Company shall have no obligation to include the shares requested in Subparagraph 2(a) above in any underwritten offering, to otherwise assure the terms and conditions of distribution, to indemnify and hold harmless the Holder or any underwriter or managing underwriter, to locate or cooperate with any such underwriter or managing underwriter, or to obtain a group commitment from an underwriter relative to be included in the sale of such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by Stock. Furthermore, the Holder registering his shares pursuant to Subparagraph 2(a) above, hereby agrees, as a condition precedent to such holders) if and registration, 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 provide the Company with a certificate or other holder of securities of certificates evidencing compliance with the Company. Notwithstanding the foregoing provisionsSecurities Act, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stockand all applicable rules and regulations thereunder.

Incidental Registration. If the Company at any time (other than pursuant to Section 43.1) 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 other than the Investors or both (except with respect to registration statements on Forms S-4 S-4, S-8 or another form not available for registering availablx xxx xxgistering the Restricted Stock Registrable Shares for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock each Investor then holding Registrable Shares of its intention so to do. Upon the written request of any such holder Investor, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)such Registrable Shares, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock such 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 (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 3.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group Registrable Shares to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Investors based upon the number of shares of Restricted Stock Registrable Shares owned by such holdersInvestors) 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 Registrable Shares shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or other holder of securities the requesting Investors, and provided, further, however, that in no event may less than 30% of the Companytotal number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 3.2 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. (a) If the Company at any time (other than pursuant to Section 4an initial public offering of the Company's securities) proposes to register any of its securities Common Shares under the Securities Act for sale to the public, whether (i) for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 X-0, X-0 or another such other form which is not available for registering the Restricted Stock Common Shares for sale to the public)) or (ii) for the account of Coyote, each such time it will give prior written notice to all holders of outstanding Restricted Stock APL of its intention so to do. Upon the written request of any such holder APL, received by the Company within 30 twenty (20) days after the giving of any such notice by the Company, to register any of its Restricted Stock Common Shares (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock Common 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 APL (in accordance with its written request) of such Restricted Stock Common Shares so registered. Alternatively, the Company may in its sole discretion include such Common Shares in a separate registration statement to be filed concurrently with the registration statement for the securities to be filed by the Company for its own account or for the account of Coyote. In the event that any registration of Common Shares for the account of the Company pursuant to this Section 5 Paragraph 11 shall be, in whole or in part, an underwritten public offering of Common StockShares, the number of shares of Restricted Stock as a group Common Shares owned by APL and Coyote to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock APL, Coyote and other persons with pari passu incidental registration rights, as may be applicable, based upon the number of shares of Restricted Stock Shares owned by APL, Coyote and such holdersother persons) if due to underwriter market limitations if, and to the extent extent, that the managing underwriter shall be of advises the Company that in its opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. In addition, if the managing underwriter so advises, for any reason, against the inclusion of all or any portion of Common Shares owned by APL in the public offering, then APL shall only have the right to register Common Shares therein as so advised by the managing underwriter. It is acknowledged by the parties hereto that the rights of APL to include Common Shares in a registration shall be subordinate to those of the Company and, except as expressly provided herein, on a parity with Coyote or other holder person selling Common Shares for its own account so that, except as expressly provided herein, cut backs shall be made on a pro rata basis based on the number of Common Shares held by each such person. Except as set forth above, there shall be no limit to the number of registrations that may be requested pursuant to this Paragraph 11. (b) In connection with each registration pursuant to Paragraph 11(a) covering an underwritten public offering pursuant to which APL sells Common Shares, APL agrees to (i) enter into a written agreement with the managing underwriter under the same terms and conditions as apply to the Company or the selling shareholders, as applicable, and (ii) furnish to the Company in writing such information with respect to APL and the proposed distribution by APL as reasonably shall be necessary and shall be requested by the Company in order to comply with federal and applicable state securities laws. (c) If, at any time after giving notice of its intention to register any Common Shares pursuant to this Paragraph 11 and prior to the effective date of the Company. Notwithstanding the foregoing provisionsregistration statement filed in connection with such registration, the Company may withdraw shall determine for any reason not to register such Common Shares, the Company shall give written notice to APL and, thereupon, shall be relieved of its obligation to register any APL Shares in connection with such registration. (d) The APL Shares shall cease to be registrable pursuant to this Paragraph 11 on the date upon which they are effectively registered under the Act and disposed of in accordance with any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stockcovering it.

Incidental Registration. If the Company at any time (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or S-4, X-0 xx another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to dodo and of the proposed method of distribution of such securities. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit and under the sale or other disposition by conditions such registration is permitted under the holder (in accordance with its written request) of such Restricted Stock so registeredSecurities Act. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall reasonably be of the opinion that such the inclusion of some or all of the Restricted Stock would adversely affect the marketing of the securities to be sold by the Company or other holder therein, PROVIDED, HOWEVER, that the number of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders shares of Restricted Stock.Stock and of other shares of Common

Incidental Registration. If the Company at any time (other than pursuant to Section 44.1 hereof) 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 on Forms Form S-8 or S-4 or another form not available for registering the Restricted Stock for sale to the public), each and if the holders of the Restricted Stock shall not have exercised their demand registration rights under Section 4.1 above as of the date of such time proposed registration, it will give written notice at such time to all holders of outstanding Restricted Stock then outstanding of its intention so to dodo so. Upon the written request of any such holder received by the Company holder, given within 30 days after the giving receipt of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested 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 holders (in accordance with its their written request) of such Restricted Stock so registered; provided that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. In the event that any registration pursuant to this Section 5 4.2 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 4.2 to register Restricted Stock shall specify that such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. The number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock in each case based upon the number of shares of Restricted Stock owned by such holdersStock, so requested to be registered) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to being sold in this Section 5 without thereby incurring any liability to the holders of Restricted Stocksuch offering.

Incidental Registration. If the Company Buyer at any time (other than pursuant to ----------------------- Section 42) 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 public (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will shall give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company Buyer within 30 days after the giving of any such notice by the CompanyBuyer, to register any of its Restricted Stock which has been released from its respective Lock-Up (which request shall state the intended method of disposition thereof), the Company Buyer will use all commercially its reasonable commercial efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registeredBuyer. 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 Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter or underwriters shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the CompanyBuyer. Notwithstanding the foregoing provisions, the Company Buyer may elect not to file, withdraw or file a post-effective amendment terminating any registration statement referred to in this Section 5 3 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time on or following the 180th day following the date of this Agreement (other than pursuant to Section 44 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders the holder of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 10 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting holder based upon the number of shares of Restricted Stock owned by such holdersholder) 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 other requesting holder of securities Restricted Stock, such number of shares of Restricted Stock shall be reduced pro rata based on the ownership of the Companyselling 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 one-third of the total number of shares of Common Stock to be included in such underwriting be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders holder of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 42.3 or Section 2.5) 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 Registration Statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the publicpublic or in connection with a Rule 145 transaction), each such time it will give written notice to all holders of outstanding Restricted Stock Investors of its intention so to do. Upon the written request of any such holder Investor, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement Registration Statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. 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, and the managing underwriter determines in good faith that the inclusion of all shares requested to be registered would adversely affect the offering, the number of shares that may be included in the underwriting shall be allocated first, to the Company; second, to the Investors requesting to register shares in such underwritten public offering on a pro rata basis based on the total number of shares of Restricted Stock as held by the Investors requesting to register shares in such underwritten public offering; and third, to any other stockholder of the Company on a group pro-rata basis; provided, however, that in no event may less than one-third of the total number of shares of Common Stock to be included in such an underwriting may underwriting, other than the Company’s Initial Public Offering, be reduced (pro rata among the holders of Restricted Stock based upon the number of made available for shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the CompanyStock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement Registration Statement referred to in this Section 5 2.4 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 43) 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 S-4 X-0, X-0 or another form not available for registering the Restricted Stock securities held by the Members for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock Members of its intention so to dodo so. Upon the written request of any such holder Member, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)securities, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock 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 (in accordance with its written request) of such Restricted Stock securities so registered. In the event that any registration pursuant to this Section 5 2 shall be, in whole or in part, an underwritten public offering of Common Stockcommon stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Members based upon the number of shares of Restricted Stock securities owned by such holdersMembers) 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 or therein, provided however, that such number of shares shall not be reduced if any shares are to be included in such underwriting for the account of any person other holder of securities of the Company. Notwithstanding the foregoing provisions, than the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stockor requesting Members.

Incidental Registration. If the Company at any time (other than pursuant to Section 46.1) 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 other than the Investors or both (except with respect to registration statements on Forms S-4 S-4, S-8 or another form not available for availaxxx xxx registering the Restricted Stock Registrable Shares for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock each Investor then holding Registrable Shares of its intention so to do. Upon the written request of any such holder Investor, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)such Registrable Shares, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock such 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 (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 6.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group Registrable Shares to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting Investors based upon the number of shares of Restricted Stock Registrable Shares owned by such holdersInvestors) 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 Registrable Shares shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or other holder of securities the requesting Investors, and PROVIDED, FURTHER, HOWEVER, that in no event may less than 30% of the Companytotal number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 6.2 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 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 S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to dothe Seller. Upon the written request of any such holder Seller, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or therein, provided, however, that any such reduction in the number of shares to be included shall be made pro rata among all selling stockholders in the offering other holder of securities of than the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 42.3 or Section 2.5) 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 an initial public offering of the Company's securities or with respect to registration statements on Forms S-4 or S-4, X-0 xx another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. 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 Restricted Stock as a group to be included in such an underwriting may be reduced or eliminated (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company 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 other holder requesting holders of securities of the CompanyRestricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 2.4 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If In the Company at event that (but without any time (other than pursuant obligation to Section 4do so) the Corporation proposes to register any shares of its securities Common Stock in connection with the public offering of such shares solely for cash on any form of registration statement in which the inclusion of the Common Stock is appropriate (other than a registration pursuant to a registration statement on Form S-4 or Form S-8 (or any successor forms) or any form that does not include substantially the same information, other than information relating to the selling holders or their plan of distribution, as would be required to be included in a registration statement under the Securities Act for of 1933, as amended, covering the sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the publicCommon Stock), each such time it will the Corporation shall promptly give the holder of this Warrant Certificate written notice to all holders of outstanding Restricted Stock such registration at least thirty (30) days before the anticipated filing date of its intention so to doany such registration statement. Upon the written request of any such holder received by the Company within 30 fifteen (15) days after the giving receipt by such holder of any such notice by from the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Corporation, the Company will use Corporation shall cause to be registered under the Securities Act all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in Common Stock that such registration) to cause the Restricted Stock as to which registration shall have been holder has so requested to be registered; provided, however that if the underwriter(s) advise the holder in writing that marketing or other factors require that less than 100% of the shares of Common Stock requested by the holder be included in the underwriting, then the Corporation shall so advise the holder. The Corporation shall not be required to proceed with, or maintain the effectiveness of, any registration of its securities after giving the notice herein provided, and the right of any holder to be covered by the have Common Stock included in such registration statement proposed to shall be filed by the Company, all conditioned upon participation in any such underwriting to the extent requisite so allowed. The Corporation shall not be required to permit include any Common Stock in such underwriting unless the sale or other disposition holder enters into an underwriting agreement with the underwriter(s) selected by the holder (Corporation in accordance with its written request) of customary form, and upon terms and conditions agreed upon between the Corporation and such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stockunderwriter(s).

Incidental Registration. If the Company at any time (other than pursuant to Section 49.1 or Section 9.3) proposes to register any of its equity securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or Form S-4, X-0 xx another form not available for registering the Restricted Registrable Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Registrable Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Registrable Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Registrable Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Registrable Stock so registered. In the event that any registration pursuant to this Section 5 9.2 shall be, in whole or in part, an underwritten public offering of Common Capital Stock, the number of shares of Restricted Registrable Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Registrable Stock owned held by such requesting holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 9.2 without thereby incurring any liability to the holders of Restricted Registrable Stock.

Incidental Registration. If the Company at any time, and from time (other than pursuant to Section 4) time, during the Registration 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 for the account of other security holders or both (except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Restricted Registerable Stock for sale to the public), each such time it will give written notice at least thirty (30) days prior to the anticipated-filing date to all holders of outstanding Restricted Registerable Stock of its intention so to dodo so, specifying the form and manner and other material facts involved in such proposed registration. Upon the written request of any such holder received by the Company holder(s), given within 30 20 days after the giving receipt of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Registerable Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Registerable Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by such holder(s) to the holder (in accordance with its written request) public of such Restricted Registerable Stock so registered. In the event that any registration pursuant to this Section 5 2 shall be, in whole or in part, be an underwritten public offering of Common Stock, the Registerable Stock to be included in such underwriting shall be included, insofar as practicable, on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters. Notwithstanding the foregoing, the number of shares of Restricted Registerable Stock as a group to be included in such an underwriting may be reduced (pro rata among the selling shareholders participating in such underwriting, including, without limitation, the requesting holders of Restricted Stock Registerable Stock, based upon the number of shares of Restricted Registerable Stock owned so requested to be registered by such holdersthe holders thereof) if and to the extent that the managing underwriter shall be have advised the Company in writing (with copies to all holders of the opinion that Registerable Stock) that, in its good faith opinion, such inclusion would adversely affect have a material adverse effect on the successful marketing of the securities to be sold therein by the Company or other holder of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If In the event that (but without any obligation to do so) the Company at any time (other than pursuant to Section 4) proposes to register any securities of its the Company in connection with the public offering of such securities under solely for cash on any form of Registration Statement in which the Securities Act for sale inclusion of Purchased Shares is appropriate (other than a registration pursuant to a Registration Statement on Form S-8 or Form S-4 (or any successor forms) or any form that does not include substantially the same information, other than information relating to the publicselling Shareholders or their plan of distribution, whether for its own account or for as would be required to be included in a registration statement covering the account sale of other security holders or both (except with respect to registration statements on Forms S-4 or another form not available for registering the Restricted Stock for sale to the publicPurchased Shares), the Company shall promptly give each such time it will give Shareholder written notice to all holders of outstanding Restricted Stock such registration at least thirty (30) days before the anticipated filing date of its intention so to doany such Registration Statement. Upon the written request of any such holder received by the Company Shareholder within 30 fifteen (15) days after the giving receipt by such Shareholder of any such notice by from the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use shall cause to be registered under the Securities Act all commercially reasonable efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in Purchased Shares that such registration) to cause the Restricted Stock as to which registration shall have been Shareholder has so requested to be registered. The Company shall not be required to proceed with, or maintain the effectiveness of, any registration of its securities after giving the notice herein provided, and the right of any Shareholder to have Purchased Shares included in the securities to such Registration Statement shall be covered by the registration statement proposed to be filed by the Company, all conditioned upon participation in any underwriting to the extent requisite provided herein. The Company shall not be required to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that include any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included Purchased Shares in such underwriting unless the Shareholders thereof enter into an underwriting may be reduced (pro rata among agreement with the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holdersunderwriter(s) 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 selected by the Company or other holder of securities in customary form, and upon terms and conditions agreed upon between the Company and such underwriter(s) (except as to monetary obligations of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in Shareholders not contemplated by Section 2.7 of this Section 5 without thereby incurring any liability to the holders of Restricted StockAgreement).

Incidental Registration. If the Company at any time (other than pursuant to Section 45 or Section 7) 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 Form S-4 or Form S-8 (or their successors) or another form not available for registering the Restricted Stock for sale to the publicpublic or any registration statement covering only securities issued or proposed to be issued in exchange for securities or assets of another corporation), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. 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 Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company 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, requesting holders of Restricted Stock or other holder holders of securities capital stock of the CompanyCompany with contractual registration rights. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 6 without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. (a) If the Company Computone at any time (other than pursuant to Section 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 (both, except with respect to registration statements on Forms Form S-4 or Form S-8 or another form not available for registering the Restricted Stock for sale to the public), each such time it will Computone shall give written notice to all holders Holders of outstanding Restricted Stock of its intention so to dodo so. Upon the written request of any such holder received by the Company Holder, given within 30 20 days after the giving receipt of any such notice by the Companynotice, to register any of its Restricted Stock (Stock, which request shall state the intended method of disposition thereof), the Company Computone will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock (in minimum amounts of $100,000 in market value of 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 CompanyComputone, all to the extent requisite to permit the sale or other disposition by the holder (Holder in accordance with its written request) request of such 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, any request by a Holder pursuant to this Section 5 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of shares of Restricted Stock owned by such holders) 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 Computone therein; provided, however, that if any shares are to be included in such underwriting for the Company or account of any person other holder than Computone and the Holders of Restricted Stock: (i) the number of shares to be included by any such other person shall be reduced first, and (ii) thereafter, the number of shares of Restricted Stock shall be reduced among all participating Holders pro rata according to the number of shares proposed to be sold. (c) Notwithstanding anything to the contrary contained in this Section 5, in the event that there is an underwritten offering of securities of the Company. Notwithstanding the foregoing provisions, the Company may withdraw any Computone pursuant to a registration statement referred covering Restricted Stock and a selling Holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of securities of Computone in connection with such offering, such Holder shall refrain from selling such Restricted Stock so registered pursuant to this Section 5 without thereby incurring during the period of distribution of securities of Computone by such underwriters and the period in which the underwriting syndicate participates in the aftermarket; provided, how ever, that such Holder shall, in any liability event, be entitled to sell its Restricted Stock in connection with such registration commencing on the holders 180th day after the effective date of Restricted Stocksuch registration statement.

Incidental Registration. If the Company at any time (other than ----------------------- pursuant to Section 4paragraph (b) below), proposes to register any of its securities under the Securities Act for sale to the publica Public Sale, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 paragraph (a) shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock as a group to be included in such an underwriting may be reduced (pro rata among the requesting holders of Restricted Stock and other Sellers Stockholders based upon the number of shares of Restricted Stock or other shares of Common Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the Companytherein. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5 paragraph (a) without thereby incurring any liability to the holders of Restricted Stock.

Incidental Registration. If the Company at any time (other than pursuant to Section 42.3 or Section 2.5 and other than in respect of the Company’s Initial Public Offering) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 X-0, X-0 or another form not available for registering the Restricted Stock for sale to the publicpublic or in connection with a Rule 145 transaction), each such time it will give written notice to all holders of outstanding Restricted Stock Investors of its intention so to do. Upon the written request of any such holder holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use all commercially reasonable its best efforts (subject to the rights of any holders of securities of the Company, other than the Company, included in such registration) to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement Registration Statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. 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, and the managing underwriter determines in good faith that the inclusion of all shares requested to be registered would adversely affect the offering, the number of shares that may be included in the underwriting shall be allocated first, to the Company; second, to the Investors requesting to register shares in such underwritten public offering on a pro rata basis based on the total number of shares of Restricted Stock as held by the Investors requesting to register shares in such underwritten public offering; and third, to any stockholder of the Company on a group pro-rata basis, provided, however, that in no event may less than thirty percent (30%) of the total number of shares of Common Stock to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock based upon the number of made available for shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or other holder of securities of the CompanyStock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement Registration Statement referred to in this Section 5 2.4 without thereby incurring any liability to the holders of Restricted Stock.