Common use of Incidental Registration Clause in Contracts

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not for its own account, then the Company shall give written notice of such proposed filing to all Securityholders promptly (and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Registrable Securities as they may request. The Company shall consult with, and to the extent determined to be nondetrimental use its reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto.

Incidental Registration. a. During the Registration Period, each holder of Registrable Securities will have a right to have its Registrable Securities included in registration statements filed by the Company on general registration forms under the Securities Act, except as otherwise provided herein. The Company covenants and agrees with will notify each such holder in writing (the Securityholders that in "Company Notice") promptly after making the event that the Company proposes after the Date of Grant decision to file a registration statement under the Securities Act with respect to any the proposed sale of its the Company's equity securities (other than pursuant except with respect to registration statements filed on Form Forms S-4 or Form S-8 or any successor or such others in similar formsform then in effect under the Securities Act), whether or not for its own account, then specifying in the Company shall give written notice Notice the form of such proposed filing to all Securityholders promptly (and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rightsregistration statement, the opportunity number of shares of securities the Company proposes to register, the name of the managing underwriter or underwriters (if any) and the general terms and conditions of the proposed registration and sale. Subject to Section 1.6 and the remainder of this Section 1.1, if requested by any holder of Registrable Securities in a writing (the "Investor Notice"), delivered to the Company not later than 30 days after the Company gives the Company Notice, to include in such registration statement such number of Registrable Securities as they may request. The (the "Requested Shares"), the Company shall consult withwill, and to unless prohibited by the extent determined Underwriter, include the Requested Shares in the registration statement, and, if the proposed sale is to be nondetrimental use its reasonable good faith efforts underwritten, to cause the managing underwriter underwriters of a proposed underwritten offering (unless securities to be sold by the offering is Company in such registration statement to purchase such Requested Shares. In the event that any registration pursuant to this Section 1.1 shall be an underwritten offering of a class securities of the Company's equity , any request by such holders pursuant to this Section 1.1 to register the Requested Shares, may, but need not, specify that such shares are to be included in the underwriting on the same terms and conditions as the securities, if any, otherwise being sold through underwriters under such registration. In the event of an underwritten offering of securities other than of the Company, such notice shall also specify as to whether such holder of Registrable Securities desires that any of such Requested Shares to be included in any such registration statement be subject to any over-allotment option granted the underwriters of such offering. No holder shall be required to have its Requested Shares be part of any underwritten offering and/or subject to any over-allotment option granted any underwriter by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters shall inform the Company of its opinion, at least 15 days prior to the date that the registration statement becomes effective, that part or all of the Requested Shares be excluded from the registration statement on the ground that the inclusion of such Requested Shares will adversely affect the orderly sales and distribution of the Common Stock being sold, the Company shall include all securities to be sold by holders, including the Company, which have the right to require that their securities be included in the registration on a pro rata basis. If the underwriters agree to purchase any of the Requested Shares beneficially owned by any holder who has agreed that such Requested Shares shall be sold pursuant to the underwritten offering or pursuant to the exercise of any over-allotment option as described above, such holders will enter into a reasonably customary underwriting agreement with the underwriters and will sell such Requested Shares to the underwriters unless, and except to the extent that, upon written notice to the Company and the managing underwriter has advised or underwriters at least two days prior to the Company in writing thateffective date of the registration statement, in its viewany such holder withdraws any portion of such Requested Shares. If the underwriters elect to purchase less than all the Requested Shares beneficially owned by holders who have agreed that such Requested Shares shall be sold pursuant to the underwritten offering or pursuant to the exercise of any over-allotment option, the inclusion underwriters shall purchase such Requested Shares on a pro rata basis among the Requested Shares that were included in such offering of Common Stock could materially adversely affect such offering) to permit the timely requests from holders of Registrable Securities under this subsection and the Requested Shares requested to be included in the registration statement by other stockholders holding registration rights and who have requested that such shares be sold pursuant to include such Registrable Securities in the proposed underwritten offering and or pursuant to the exercise of an over-allotment option. Notwithstanding the foregoing, the Company shall use its reasonable best efforts may withdraw any registration statement referred to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested 1 without any liability to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoSecurities.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to registration statements in connection with the Shelf Registration, a Demand Registration, a Registration Statement on Form S-4 or Form S-8 or any successor form substituting therefor, or similar forms)a shelf registration statement on Form S-3 or any form substituting therefor relating to (i) issuances of securities other than Common Stock (or securities convertible into Common Stock) by the Company for cash, whether or not (ii) so long as the Shelf Registration remains effective, resales of equity securities of the Company by one or more security holders of the Company pursuant to Rule 415 under the Securities Act) with respect to an offering of any class of security by the Company for its own accountaccount or for the account of any of its security holders, then the Company shall give written notice of such proposed filing to all Securityholders promptly the holders of the Registrable Securities as soon as practicable (and but in any no event at least twenty less than thirty (2030) days before the anticipated filing date). Such , and such notice shall offer to such Securityholders, together with others who have similar rights, holders the opportunity to include in such registration statement register such number of Registrable Securities as they each such holder may request. Each holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 2(c) shall so advise the Company in writing within fifteen (15) days after the date of receipt of such notice from the Company (which request shall set forth the number of Registrable Securities for which registration is requested). The Company shall consult with, and to the extent determined include in such Registration Statement all such Registrable Securities so requested to be nondetrimental included therein, and, if such registration is an Underwritten Registration, the Company shall use its reasonable good faith best efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) or underwriters to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of Registration Statement for such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering (on behalf the same terms and conditions as similar securities of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rightsto the extent appropriate); provided, pro rata among however, that if the managing underwriter or underwriters of such offering deliver a written opinion to the holders of such securities according to Registrable Securities that the total number of securities requested to be included by each such holder requesting inclusion therein. b. In that the event that a holder or Company, the holders of the Company's securities (Registrable Securities, or such other than a Securityholder or Securityholders) requests, pursuant persons propose to rights granted to include in such holder or holders, offering is such that the Company file a registration statement for the public offering of securities and the Company and the other holders success of the Company's securities (including the Securityholders) who have rights to offering would be included in such registration, request to be included in such registration materially and the managing underwriter of such offering shall advise the Company and the holders requesting adversely affected by inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in included, then the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in offered for the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all accounts of the securities requested to be included therein by the holder or holders making the initial request for the registrationCompany, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such Registrable Securities and other holders registering securities according pursuant to the number of securities requested to registration rights shall be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto.allocated as follows:

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to at any of its equity securities time (other than pursuant to Section 10 hereof) proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form Forms S-4 or Form S-8 or any successor or similar formsanother form not available for registering the Option Shares for sale to the public), whether or not for its own account, then the Company shall it will give written notice at such time to you of its intention to do so. Upon your written request, given within 30 days after receipt of any such notice by the Company, to register any of the Option Shares that you have purchased, or will purchase on or before the effective date of such proposed filing registration statement, pursuant to all Securityholders promptly the exercise of the Option (and in any event at least twenty (20) days before which request shall state the anticipated filing dateintended method of disposition thereof). Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Registrable Securities as they may request. The Company shall consult with, and to the extent determined to be nondetrimental will use its reasonable good faith best efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested Option Shares to be included in the securities to be covered by the registration statement proposed to include be filed by the Company, all to the extent requisite to permit the sale or other disposition by you of the Option Shares so registered. In the event that any registration pursuant to this Section 11 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by you pursuant to this Section 11 to register Option Shares shall specify that either (i) such Registrable Securities Option Shares are to be included in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering underwriting on the same terms and conditions as any similar securities the shares of the Company included therein. All Securityholders proposing Common Stock otherwise being sold through underwriters under such registration; or (ii) such Option Shares are to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable open market without any underwriting, on terms and conditions comparable to the Company or the securityholders initiating such registration, then the securities those normally applicable to be included offerings of common stock in a registration which is a primary underwritten offering on behalf reasonably similar circumstances. The number of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested Option Shares to be included in such registration an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein by Securityholders pursuant the Company or other security holders of the Company. Notwithstanding anything to the contrary contained in this Section 10.2 together with all other securities requested to be included therein by holders having registration rights11, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In in the event that there is a holder or holders firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Option Shares and you do not elect to sell any Option Shares to the underwriters of the Company's securities (other than a Securityholder or Securityholders) requestsin connection with such offering, pursuant you agree to rights granted to such holder or holders, that refrain from selling any Option Shares during the Company file a registration statement for the public offering period of securities and the Company and the other holders distribution of the Company's securities (including by such underwriters and the Securityholders) who have rights period in which the underwriting syndicate participates in the after market; provided, however, that you shall, in any event, be entitled to be included in such registration, request to be included in sell Option Shares commencing on the 150th day after the effective date of such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretostatement.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If at any time the Company proposes after the Date of Grant to determines that it shall file a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to a registration statements statement on a Form S-4 or Form S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s employee benefit plans) on any successor or similar formsform that would also permit the registration of the Registrable Shares and such filing is to be on behalf of the Company and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, the Company shall each such time promptly give each Other Stockholder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Other Stockholder of its right to have such Other Stockholder’s Registrable Shares included in such registration; provided that the Other Stockholders shall not have any right to have their Registrable Shares included in the initial public offering of the Company if no other Stockholder has its Registrable Shares so included. Upon the written request of any Other Stockholder received by the Company no later than fifteen (15) days after the date of the Company’s notice, the Company shall use all reasonable efforts to cause to be registered under the Securities Act all of the Registrable Shares that each Other Stockholder has so requested to be registered. If, in the written opinion of the managing underwriter (or, in the case of a non-underwritten offering, as reasonably determined by the Board and communicated in writing to the Stockholders), whether the total amount of such securities to be so registered, including such Registrable Shares, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or not for its own account(ii) without otherwise materially and adversely affecting the entire offering, then the Company shall give written notice of such proposed filing be entitled to all Securityholders promptly (and in any event at least twenty (20) days before reduce the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Registrable Securities as they may request. The Company shall consult withShares to be sold in the offering by the Other Stockholders, and any other stockholders of the Company exercising incidental registrations rights similar to those set forth herein, to that number which in the extent determined to be nondetrimental use its reasonable good faith efforts to cause written opinion of the managing underwriter (or, in the case of a proposed non-underwritten offering offering, as reasonably determined by the Board and communicated in writing to the Other Stockholders) would permit all such securities (unless the offering is an underwritten offering of a class including Shares held by any other stockholder of the Company's equity securities other than Common Stock Company who proposes to exercise such incidental registration rights) to be so marketed. Such reduction shall be allocated among the Other Stockholders in proportion (as nearly as practicable) to the amount of Registrable Shares owned by each such Other Stockholder and the managing underwriter has advised number of Shares owned by any other stockholders of the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested which are sought to be included in the registration to include statement by such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders stockholders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that all measured at the Company file a registration statement for the public offering time of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in filing the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretostatement.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If the Company proposes after shall at any time propose for itself or any other person the Date registration under the Act of Grant any Offering (other than any Offering in connection with any employee benefit plan or a transaction required to file be registered by means of a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar formsS-4), whether or not for its own account, then the Company shall give written notice of such proposed filing registration to all Securityholders promptly (and in any event at least twenty (20) days before the anticipated filing date)Holders. Such notice shall offer Upon receipt of such notice, each Holder may elect to such Securityholders, together with others who have similar rights, the opportunity to include participate in such registration statement Offering. To make such election, any such Holder must give notice to the Company of such Holder's election and the number of Registrable Securities as they may requestthat such Holder wishes to sell in such Offering within fifteen (15) days of the day that the Company gave notice of such Offering. The Subject to the provisions of the last sentence of this Section 2, the Company shall consult with, include in such Offering such Registrable Securities and to the extent determined to be nondetrimental use its reasonable good faith efforts to shall cause the managing underwriter or sole underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing thatsuch Offering, in its viewif any, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwritersthat will have all such electing Holders as parties thereto. The foregoing notwithstanding, rights provided in this Section 2 are available to any Holder even though such Holder may be free at the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant time to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of sell all or a specified portion of the Registrable Securities of such Holder with respect to which registration is requested in accordance with Rule 144 (or any similar rule or regulation) under the Act. If the managing underwriter or sole underwriter of any Offering subject to the provisions of this Section 2 advises the Holders participating therein in writing that marketing factors require a limitation on the number of shares of Common Stock to be underwritten in such Offering, then the number of shares of Common Stock that may be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution such Offering shall be allocated as follows: (i) all shares of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably Common Stock to be sold in for the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf account of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, included; and (ii) second, Registrable Securities requested the remaining shares of Common Stock that may be sold pursuant to the advice of such managing underwriter shall be included allocated among all Holders and other persons participating in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rightsOffering in proportion, pro rata among the holders of such securities according as nearly as practicable, to the number respective numbers of securities requested shares of Common Stock held by or issuable to be included by each all such holder requesting inclusion therein. b. In persons at the event that a holder or holders time of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that filing of the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoOffering.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that (a) If at any time the Company proposes after the Date of Grant to file a registration statement register under the Securities Act with respect to any of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms), Common Shares whether or not for sale for its own accountaccount (and not solely in connection with a sale of warrants or other rights to purchase, then or securities convertible into or exchangeable for, Common Shares and other than (x) any registration relating to any employee benefit or similar plan, any dividend reinvestment plan, or any acquisition by the Company or (y) pursuant to a registration statement filed in connection with an exchange offer), the Company shall give written notice of such proposed filing to all Securityholders promptly (and in any event the Selling Shareholder at least twenty (20) 20 calendar days before prior to the anticipated initial filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such of a registration statement with the SEC pertaining thereto (an “Incidental Registration Statement”) informing the Selling Shareholder of its intent to file such number Incidental Registration Statement and of the Selling Shareholder’s right under this Section 3 to request the registration of the Registrable Securities as they may requestheld by the Selling Shareholder. The Company Upon the written request of the Selling Shareholder made within 10 calendar days after any such notice is received (which request shall consult with, and to specify the extent determined Registrable Securities intended to be nondetrimental use its reasonable good faith efforts to cause disposed of by the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock Selling Shareholder and the managing underwriter has advised the Company in writing thatintended method of distribution thereof), in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such effect the registration under the Securities Act of all Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of which the Company included therein. All Securityholders proposing has been so requested to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with register by the representative of Selling Shareholder, to the underwriter or underwriters. The foregoing notwithstanding, in extent required to permit the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion disposition of the Registrable Securities so requested to be included in registered (including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Incidental Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration concurrently with form under the securities being registered Securities Act used by the Company could materially adversely affect the distribution of for such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company Incidental Registration Statement or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder Securities Act or holders making the initial request for the registration, by any other rules and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(bregulations thereunder), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that the Company If Holdco at any time proposes after the Date of Grant to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a registration statement under the Securities Act with respect to on any of its equity securities form (other than pursuant to a registration statements statement on Form S-4 or Form S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or similar forms)to employees of Holdco or any of its subsidiaries pursuant to any employee benefit plan, whether or not respectively) for its own accountthe general registration of securities, then the Company shall it will give written notice to all Holders at least 15 Business Days before the initial filing with the Commission of such registration statement, which notice shall set forth the intended method of disposition of the securities proposed filing to all Securityholders promptly (and in any event at least twenty (20) days before the anticipated filing date)be registered by Holdco. Such The notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such filing the aggregate number of shares of Registrable Securities as they such Holders may request. The Company Each Holder desiring to have Registrable Securities registered under this Section 3 shall consult withadvise Holdco in writing within 10 Business Days after the date of receipt of such offer from Holdco, and setting forth the amount of such Registrable Securities for which registration is requested. Holdco shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the extent determined next sentence, provided that Holdco may in its sole discretion determine to be nondetrimental use its reasonable good faith efforts to cause abandon any such registration. If the managing underwriter of a proposed underwritten public offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company shall advise Holdco in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its viewopinion, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially Holdco or such demanding security holder would adversely affect the distribution of such securities by increasing Holdco or such demanding security holder, then all selling security holders (including the aggregate amount of demanding security holder who initially requested such registration) shall reduce the offering in excess of the maximum amount of securities which each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter believes can reasonably be sold underwriter, to eliminate such adverse effect. Except as otherwise provided in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registrationSection 5, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders expenses of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein borne by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoHoldco.

Incidental Registration. a. The If Company covenants and agrees with the Securityholders that in the event that the Company at any time proposes after the Date of Grant to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a registration statement under the Securities Act with respect to on any of its equity securities form (other than pursuant to a registration statements statement on Form S-4 or Form S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or similar formsto employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities (a "Registration Statement"), whether or not for its own account, then the Company shall it will give written notice of such proposed filing to all Securityholders promptly (and in any event Holders at least twenty (20) days before Business Days prior to the anticipated initial filing date)with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. Such The notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such filing the aggregate number of shares of Registrable Securities as they such Holders may request. The Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within ten (10) Business Days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall consult withthereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and to the extent determined to be nondetrimental shall use its reasonable good faith best efforts to cause effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the shall advise Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its viewopinion, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could or such demanding security holder would materially and adversely affect the distribution of such securities by increasing Company or such demanding security holder, then all selling security holders (including the aggregate amount of demanding security holder who initially requested such registration, but not the offering in excess of Company) shall reduce the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities each intended to be included in a registration which is a primary underwritten distributed through such offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, a pro rata among the holders basis (which reduced amount may be zero). Except as otherwise provided in Section 5, all expenses of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein borne by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoCompany.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If the Company at any time proposes after the Date of Grant to file on its behalf or on behalf of any of its security holders a registration statement under the Securities Act with respect to on any of its equity securities form (other than pursuant to a registration statements statement on Form S-4 or Form S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar forms)to Registrable Securities, whether or not for its own account, then the Company shall it will give written notice setting forth the terms of the proposed offering and such proposed filing other information as the Holders may reasonably request to all Securityholders promptly (and in any event holders of Registrable Securities at least twenty (20) days before the anticipated initial filing date). Such notice shall with the Commission of such registration statement, and offer to such Securityholders, together with others who have similar rights, the opportunity to include in such filing such Registrable Securities as any Holder may request. Each Holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section 7.02 will advise the Company in writing within ten (10) days after the date of receipt of such notice from the Company, setting forth the amount of such Registrable Securities for which registration statement is requested. The Company will thereupon include in such filing the number of Registrable Securities as they may request. The Company shall consult withfor which registration is so requested, and to the extent determined to be nondetrimental will use its reasonable good faith best efforts to cause effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering deliver a written opinion to each Holder of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in that the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities success of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with offering would be materially and adversely affected by the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion inclusion of the Registrable Securities requested to be included in included, then the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably to be sold in offered for the contemplated distribution at a price acceptable accounts of Holders will be reduced pro rata (according to the Company or Registrable Securities proposed for registration) to the securityholders initiating such registration, then extent necessary to reduce the total amount of securities to be included in a registration which is a primary underwritten such offering on behalf to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other persons as well as the Company shall Company, then with respect to the Registrable Securities intended to be included in the following order: (i) firstoffered to Holders, the proportion by which the amount of such class of securities the Company proposes to include therein, and (ii) second, Registrable Securities requested intended to be included in offered by Holders is reduced will not exceed the proportion by which the amount of such registration by Securityholders pursuant to this Section 10.2 together with all other class of securities requested intended to be included therein offered by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities other Persons (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretois reduced.

Incidental Registration. a. The Company covenants and agrees with If at any time during the Securityholders that in five year period following the event that Closing Date the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to registration statements in connection with the Shelf Registration, a Demand Registration or a Registration Statement on Form S-4 or Form S-8 S-8, or any form that is substituting therefor or is a successor or similar forms), whether or not thereto) with respect to an offering of any class of security by the Company for its own accountaccount or for the account of any of its security holders, then the Company shall give written notice of such proposed filing to all Securityholders promptly USAA as soon as practicable (and but in any no event at least twenty (20) less than thirty days before the anticipated filing date). Such , and such notice shall (i) offer to such Securityholders, together with others who have similar rights, USAA the opportunity to include in such registration statement register such number of Registrable Securities as they it may requestrequest and (ii) describe such securities and specifying the form and manner and other relevant facts involved in such proposed registration (including, without limitation, (x) whether or not such registration will be in connection with an Underwritten Offering and, if so, the identity of the managing underwriter and whether such Underwritten Offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the like) at which the Registrable Securities are reasonably expected to be sold, if such disclosure is acceptable to the managing underwriter), USAA shall advise the Company in writing within twenty (20) days after the date of receipt of such notice from the Company of the number of Registrable Securities for which registration is requested. The Company shall consult with, and to the extent determined include in such Registration Statement all such Registrable Securities so requested to be nondetrimental included therein, and, if such registration is an Underwritten Registration, the Company shall use its commercially reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) or underwriters to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with statement for such offering to be included (on the same terms and conditions as similar securities being registered by of the Company could materially adversely affect included therein to the distribution extent appropriate); provided, however, that if the managing underwriter or underwriters of such offering deliver a written opinion to USAA that either because of (i) the kind of securities by increasing which USAA, the aggregate amount Company, or any other Persons intend to include in such offering or (ii) the size of the offering in excess which USAA, the Company, or such other Persons intend to make, the success of the maximum offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) in the event that the size of the offering is the basis of such managing underwriter's opinion, the amount of securities which such managing underwriter believes can reasonably to be sold in offered for the contemplated distribution at a price acceptable account of USAA and other holders registering securities of the Company pursuant to similar incidental registration rights shall be reduced pro rata (according to the Company or Registrable Securities beneficially owned by such holders) to the securityholders initiating such registration, then extent necessary to reduce the total amount of securities to be included in a registration which such offering to the amount recommended by such managing underwriter or underwriters; and (B) in the event that the combination of securities to be offered is a primary underwritten offering on behalf the basis of such managing underwriter's opinion, (x) the Company shall Registrable Securities and other securities to be included in such offering shall be reduced as described in clause (A) above or, (y) if the following order: actions described in clause (iA) firstwould, in the securities judgment of the Company proposes managing underwriter, be insufficient to include therein, and (ii) second, substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included in would have on such offering, such Registrable Securities will be excluded from such offering. No registration by Securityholders pursuant to a request or requests referred to in this Section 10.2 together with all other securities requested subsection 2(c) shall be deemed to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoShelf Registration.

Incidental Registration. a. The Company covenants and agrees with If at any time during the Securityholders that in five year period following the event that Effective Time, the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to registration statements in connection with a Demand Registration or a Registration Statement on Form S-4 or Form S-8 S-8, or any form that is substituting therefor or is a successor or similar forms), whether or not thereto) with respect to an offering of any Common Stock for its own account, then the Company shall give written notice of such proposed filing to all Securityholders promptly Purchasers as soon as practicable (and but in any no event at least twenty (20) less than three business days before the anticipated filing date). Such , and such notice shall (i) offer to such Securityholders, together with others who have similar rights, each Purchaser the opportunity to include in such registration statement register such number of Registrable Securities as they it may requestrequest and (ii) describe such securities and specifying the form and manner and other relevant facts involved in such proposed registration (including, without limitation, whether or not such registration will be in connection with an Underwritten Offering and, if so, the identity of the managing underwriter and whether such Underwritten Offering will be pursuant to a "best efforts" or "firm commitment" underwriting). Each Purchaser shall advise the Company in writing within two business days after the date of receipt of such notice from the Company of the number of Registrable Securities for which registration is requested. The Company shall consult with, and to the extent determined include in such Registration Statement all such Registrable Securities so requested to be nondetrimental included therein, and, if such registration is an Underwritten Registration, the Company shall use its reasonable good faith best efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) or underwriters to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with statement for such offering to be included (on the same terms and conditions as similar securities being registered by of the Company could materially adversely affect included therein to the distribution extent appropriate); provided, however, that if in the view of the managing underwriter or underwriters of such securities by increasing offering the aggregate amount success of the offering in excess would be materially and adversely affected by inclusion of the maximum Registrable Securities requested to be included, then (I) the amount of securities which such managing underwriter believes can reasonably to be sold in offered for the contemplated distribution at a price acceptable account of each Participating Purchaser and other holders registering securities of the Company pursuant to similar incidental registration rights shall be reduced pro rata (according to the Company or Registrable Securities beneficially owned by each such holder) to the securityholders initiating such registration, then extent necessary to reduce the total amount of securities to be included in a registration which is a primary underwritten such offering on behalf to the amount recommended by such managing underwriter or underwriters; and (II) if the actions described in clause (I) would, in the reasonable good faith judgment of the Company shall managing underwriter, be included in insufficient to substantially eliminate the following order: (i) first, adverse effect that inclusion of the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included would have on such offering, such Registration Securities will be excluded from such offering. Nothing in such this Agreement shall prevent the Company from granting any other Person or Persons any incidental registration rights on offerings by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders on behalf of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant Company from time to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretotime.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If the Company at any time proposes after the Date of Grant to file ----------------------- on its behalf or on behalf of any of its security holders a registration statement under the Securities Act with respect to on any of its equity securities form (other than pursuant to a registration statements statement on Form S-4 or Form S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar forms), whether or not for its own accountto Registrable Securities, then the Company shall it will give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such proposed registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to all Securityholders promptly (and have Registrable Securities registered under this Section 6.02 will advise the Company in any event at least writing within ------------ twenty (20) days before after the anticipated filing date)date of receipt of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to The Company will thereupon include in such registration statement such filing the number of Registrable Securities as they may request. The Company shall consult withfor which registration is so requested, and to the extent determined to be nondetrimental will use its reasonable good faith best efforts to cause effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering deliver a written opinion to each Holder of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in that the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities success of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with offering would be materially and adversely affected by the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion inclusion of the Registrable Securities requested to be included in included, then the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable Holder's requested securities bears to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf total number of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities shares requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according statement) to the number extent necessary to reduce the total amount of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registrationoffering to the amount recommended by such managing underwriter or underwriters; provided, request however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be included in such registration and offered to all Holders, the managing underwriter proportion by which the amount of such offering class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution amount of a specified portion Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum total amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretooffered.

Incidental Registration. a. During the Registration Period, each holder of Registrable Securities will have a right to have its Registrable Securities included in registration statements filed by the Company on general registration forms under the Securities Act, except as otherwise provided herein. The Company covenants and agrees with will notify each such holder in writing (the Securityholders that in "Company Notice") promptly after making the event that the Company proposes after the Date of Grant decision to file a registration statement under the Securities Act with respect to any the proposed sale of its the Company's equity securities (other than pursuant except with respect to registration statements filed on Form Forms S-4 or Form S-8 or any successor or such others in similar formsform then in effect under the Securities Act), whether or not for its own account, then specifying in the Company shall give written notice Notice the form of such proposed filing to all Securityholders promptly (and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rightsregistration statement, the opportunity number of shares of securities the Company proposes to register, the name of the managing underwriter or underwriters (if any) and the general terms and conditions of the proposed registration and sale. Subject to Section 1.6 and the remainder of this Section 1.1, if requested by any holder of Registrable Securities in a writing (the "Investor Notice"), delivered to the Company not later than 30 days after the Company gives the Company Notice, to include in such registration statement such number of Registrable Securities as they may request. The (the "Requested Shares"), the Company shall consult withwill use its best efforts to include the Requested Shares in the registration statement, and to and, if the extent determined proposed sale is to be nondetrimental use its reasonable good faith efforts underwritten, to cause the managing underwriter underwriters of a proposed underwritten offering (unless securities to be sold by the offering is Company in such registration statement to purchase such Requested Shares. In the event that any registration pursuant to this Section 1.1 shall be an underwritten offering of a class securities of the Company's equity securities other than , any request by such holders pursuant to this Section 1.1 to register the Requested Shares, may, but need not, specify that such shares are to be included in the underwriting on the same terms and conditions as the securities, if any, otherwise being sold through underwriters under such registration. In the event of an underwritten offering by the Company, such notice shall also specify as to whether such holder of Registrable Securities desires that any of such Requested Shares to be included in any such registration statement be subject to any over-allotment option granted the underwriters of such offering. No holder shall be required to have its Requested Shares be part of any underwritten offering and/or subject to any over-allotment option granted any underwriter by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters shall inform the Company of its opinion, at least 15 days prior to the date that the registration statement becomes effective, that part or all the Requested Shares be excluded from the registration statement on the ground that the inclusion of such Requested Shares will adversely affect the orderly sales and distribution of the Common Stock being sold, the Company shall include first all securities to be sold by the Company for its own account and then all securities (including the Requested Shares) to holders which have the right to require that their securities be included in the registration on a pro rata basis. If the underwriters agree to purchase any of the Requested Shares beneficially owned by any holder who has agreed that such Requested Shares shall be sold pursuant to the underwritten offering or pursuant to the exercise of any over-allotment option as described above, such holders will enter into an underwriting agreement with the underwriters and will sell such Requested Shares to the underwriters unless, and except to the extent that, upon written notice to the Company and the managing underwriter has advised or underwriters at least two days prior to the Company in writing thateffective date of the registration statement, in its viewany such holder withdraws any portion of such Requested Shares. If the underwriters elect to purchase less than all the Requested Shares beneficially owned by holders who have agreed that such Requested Shares shall be sold pursuant to the underwritten offering or pursuant to the exercise of any over-allotment option, the inclusion underwriters shall purchase such Requested Shares on a pro rata basis among the Requested Shares that were included in such offering of Common Stock could materially adversely affect such offering) to permit the timely requests from holders of Registrable Securities under this subsection and the Requested Shares requested to be included in the registration statement by other stockholders holding registration rights and who have requested that such shares be sold pursuant to include such Registrable Securities in the proposed underwritten offering and or pursuant to the exercise of an over-allotment option. Notwithstanding the foregoing, the Company shall use its reasonable best efforts may withdraw any registration statement referred to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested 1 without any liability to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoSecurities.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that (a) If the Company proposes after the Date to register any of Grant to file a registration statement its securities under the Securities Act with respect to any of its equity securities (other than pursuant to a registration statements on Form S-4 or Form S-8 X-0, X-0 or any successor or similar formsforms and the form of registration statement to be used permits the registration of Registrable Securities), whether or not for sale for its own account, (other than a registration relating to a Qualified Public Offering), then the Company shall will each such time, subject to the provisions of Section 2(b), give prompt written notice to the Holders of such proposed filing its intention to all Securityholders promptly (do so and in any event of Holders' rights under this Section 2, at least twenty (20) days before 15 Business Days prior to the anticipated filing date)date of the registration statement relating to such registration. Such notice shall offer to such Securityholders, together with others who have similar rights, the Holders the opportunity to include in such registration statement such number of Registrable Securities as they each Holder may request. The Company shall consult with, and to Upon the extent determined to be nondetrimental use its reasonable good faith efforts to cause written request of any Holder made within 10 Business Days after the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class receipt of the Company's equity securities other than Common Stock and notice (which request shall specify the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders number of Registrable Securities requested intended to be included in the registration to include disposed of by such Registrable Securities in the proposed offering and Holder), the Company shall use its commercially reasonable best efforts to include such effect the proposed registration under the Securities Act of all Registrable Securities in which the Company has been so requested to register by such proposed offering Holder to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (i) if such registration involves an underwritten offering, any such Holder must sell its Registrable Securities to the underwriters selected by the Company on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable apply to the Company or the securityholders initiating (except that indemnification obligations of any such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company Holder shall be included limited to those obligations set forth in the following order: (iSection 5) first, the securities the Company proposes to include therein, and (ii) secondif, Registrable Securities requested at any time after giving written notice of its intention to be included in such registration by Securityholders register any securities pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according 2(a) and prior to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders effective date of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included filed in connection with such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, shall determine in its opinionsole discretion not to register such securities, the distribution of a specified portion of the securities requested Company shall give written notice to be included in the registration could materially adversely affect the distribution of each such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution thenHolder and, the securities to be included in the registration thereupon, shall be included in the following order: (i) first, the securities the Company proposes relieved of its obligation to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, register any Registrable Securities requested to be included in connection with such registration. If a registration by Securityholders pursuant to this Section 10.2 together 2(a) involves an underwritten public offering, any such Holder may elect, in writing prior to the effective date of the registration statement filed in connection with all other securities requested such registration, not to be included therein by holders having registration rights, pro rata among the holders of register such securities according in connection with such registration. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto2.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to at any of its equity securities time (other than pursuant to Section 4.1 or Section 4.3) 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 the initial registered public offering of the Company’s securities or registration statements on Form S-4 or Form S-8 Forms X-0, X-0 or any successor to such forms or similar formsanother form not available for registering the Registrable Securities for sale to the public), whether or not for its own account, then the Company shall each such time it will promptly give written notice of such proposed filing to all Securityholders promptly Holders of the Registrable Securities of its intention so to do. Upon the written request of any such Holder, received by the Company within thirty (and in any event at least twenty (2030) days before after the anticipated filing date). Such giving of any such notice shall offer by the Company, to such Securityholders, together with others who have similar rightsregister any or all of its Registrable Securities, the opportunity to include in such registration statement such number of Registrable Securities as they may request. The Company shall consult with, and to the extent determined to be nondetrimental will use its all commercially reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of 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 include be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Holder (in accordance with its written request) of such Registrable Securities in so registered. If the proposed registration of which the Company gives notice is for a registered public offering and involving an underwriting, the Company shall use its reasonable best efforts to include such so advise the Holders of Registrable Securities as a part of the written notice given pursuant to this Section 4.2. In such event the right of any Holder of Registrable Securities to registration pursuant to this Section 4.2 shall be conditioned upon such Holder’s participation in such proposed offering on underwriting to the same terms and conditions as any similar securities of the Company included thereinextent provided herein. All Securityholders Holders of Registrable Securities proposing to distribute Registrable Securities their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the representative underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 4.2, if the underwriter or underwriters. The foregoing notwithstandingdetermines that marketing factors require a limitation on the number of shares to be underwritten, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company shall so advise all holders of securities requesting registration of any limitations on the number of shares to be underwritten, and the Securityholders in writing that, in its view, the distribution number of all or a specified portion shares of the Registrable Securities requested securities that are entitled to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company and underwriting shall be included in the following order: allocated (i) first, the securities to the Company proposes with respect to include therein, and shares of Common Stock being sold for its own account; (ii) second, to Holders of Registrable Securities requesting registration in proportion, as nearly as practicable, to the respective amounts of securities owned by them; and (iii) all other holders of securities, requesting registration. Notwithstanding the foregoing, except in connection with the IPO, the Company shall use all commercially reasonable efforts to prevent the amount of Registrable Securities of the Holders included in a registration pursuant to this Section 4.2 from being reduced below 30% of the total amount of securities requested to be included in such registration by Securityholders pursuant to the immediately preceding sentence. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according 4.2 without thereby incurring any liability to the number Holders of securities requested to be included by each such holder requesting inclusion thereinRegistrable Securities. b. In the event that a holder or holders If any Holders of Registrable Securities disapproves of the Company's securities (other than a Securityholder or Securityholders) requeststerms of any such underwriting, pursuant it may elect to rights granted withdraw therefrom by written notice to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the underwriter. Any Registrable Securities or other holders of the Company's securities (including the Securityholders) who have rights to excluded or withdrawn from such underwriting shall be included in withdrawn from such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto.

Incidental Registration. a. The Company covenants and agrees with If, at any time after the Securityholders that in the event that date hereof, the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to registration statements in connection with a Registration Statement on Form S-4 or Form S-8 or any successor form substituting therefor or similar forms), whether a registration statement relating to issuances of securities other than Common Stock (or not securities convertible into Common Stock) by the Company) with respect to an offering of any class of security by the Company for its own accountaccount or for the account of any of its security holders, then the Company shall give written notice of such proposed filing to all Securityholders promptly (and in any event the holders of the Registrable Securities at least twenty (20) 20 days before the anticipated filing date). Such , and such notice shall offer to such Securityholders, together with others who have similar rights, holders the opportunity to include in such registration statement register such number of Registrable Securities as they each such holder may request; provided, however, that if such registration is not underwritten and such Registrable Securities are then covered by an effective Shelf Registration Statement, then the Company shall not have the obligation to give such notice with respect to such Registrable Securities or register any such Registrable Securities under this Section 2(b). Each holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 2(b) shall so advise the Company in writing within 15 days after the date of receipt of such notice from the Company (which request shall set forth the number of Registrable Securities for which registration is requested). The Company shall consult with, and to the extent determined include in such Registration Statement all such Registrable Securities so requested to be nondetrimental therein, and, if such registration is an Underwritten Registration, the Company shall use its commercially reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) or underwriters to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of statement for such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering (on behalf the same terms and conditions as similar securities of the Company shall be included in therein to the following order: (i) firstextent appropriate); provided, however, that if the securities managing underwriter or underwriters of such offering informs the Company proposes to include therein, and (ii) second, holder of such Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other that the total number of securities requested to be included therein by holders having registration rightsthat the Company, pro rata among the holders of such securities according Registrable Securities, or other persons propose to include in such offering is such that the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders success of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities would be materially and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting adversely affected by inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in included, then the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in offered for the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all accounts of the securities requested to be included therein by the holder or holders making the initial request for the registrationCompany, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such Registrable Securities and other holders registering securities according pursuant to the number of securities requested to registration rights shall be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto.allocated as follows:

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If the Company at any time proposes after the Date of Grant to file on its behalf or on behalf of any of its security holders a registration statement under the Securities Act with respect to on any of its equity securities form (other than pursuant to a registration statements statement on Form S-4 or Form S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar forms)to Registrable Securities, whether or not for its own account, then the Company shall it will give written notice setting forth the terms of the proposed offering and such proposed filing other information as the Holders may reasonably request to all Securityholders promptly (and in any event holders of Registrable Securities at least twenty (20) days before the anticipated initial filing date). Such notice shall with the Commission of such registration statement, and offer to such Securityholders, together with others who have similar rights, the opportunity to include in such filing such Registrable Securities as any Holder may request. Each Holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section 2.b. will advise the Company in writing within ten (10) days after the date of receipt of such notice from the Company, setting forth the amount of such Registrable Securities for which registration statement is requested. The Company will thereupon include in such filing the number of Registrable Securities as they may request. The Company shall consult withfor which registration is so requested, and to the extent determined to be nondetrimental will use its reasonable good faith best efforts to cause effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering deliver a written opinion to each Holder of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in that the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities success of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with offering would be materially and adversely affected by the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion inclusion of the Registrable Securities requested to be included in included, then the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably to be sold in offered for the contemplated distribution at a price acceptable accounts of Holders will be reduced pro rata (according to the Company or Registrable Securities proposed for registration) to the securityholders initiating such registration, then extent necessary to reduce the total amount of securities to be included in a registration such offering to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is a primary reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; and further provided, however, that with respect to any underwritten public offering on behalf other than the Company's next Public Offering, no less than 25% of the Company total number of Registrable Securities requested to be registered by the Holders shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretounderwriting.

Incidental Registration. a. The Company covenants In connection with any Public Offering of IceWEB securities, Shareholders shall have the right to require IceWEB to include all or (at Shareholder's election) any portion of the IceWEB Shares and agrees Option Shares (provided the IceWEB Options have been exercised prior to the first filings with the Securityholders that Securities & Exchange Commission in connection with the event that the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not for its own account, then the Company shall give written notice of such proposed filing to all Securityholders promptly (and in any event at least twenty (20) days before the anticipated filing datePublic Offering). Such notice Notwithstanding the foregoing, if the underwriters shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Registrable Securities as they may request. The Company shall consult with, and to the extent determined to be nondetrimental use its reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company advise IceWEB in writing that, in its viewtheir experience and professional opinion arrived at in good t faith based upon existing market conditions, inclusion of such number of IceWEB Shares and/or Option Shares (together with the inclusion in such offering shares of Common Stock could materially adversely affect such offeringrequested for registration by any other I selling equity holders) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially will adversely affect the price or distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included offered in a registration which is a primary underwritten offering on behalf such Public Offering solely for the account of IceWEB, then Holder shall then have the right j to include only such number of IceWEB Shares and/or Option Shares that such advice by the underwriters indicates may be distributed without adversely affecting the distribution of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, solely for IceWEB's account. As between Shareholders and (ii) second, Registrable Securities requested any other holders of IceWEB Common Stock requesting to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rightsPublic Offering, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request availability for inclusion in the registration only that for such Public Offering shall be allocated pro rata based upon the ; total number of securities shares of IceWEB Common Stock owned or purchasable. In connection with any underwritten Public Offering, provided that all other holders of equity interests of IceWEB are subject to identical (or more restrictive) restrictions with respect to their equity interests, then Shareholders shall agree to refrain from selling or otherwise transferring (other than to affiliates) any IceWEB Shares not included in such Public Offering for a period of time (not to exceed 14 calendar days prior to and 180 calendar days after the Company intends, in good faith, to sell, if all effective date of the registration statement for such securities so Public Offering) as may be appropriate under the circumstances and reasonably requested by IceWEB and the Company were permitted to be included by the managing underwriter in underwriters for such registration and sold pursuant theretooffering.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If the Company at any time proposes after the Date of Grant to file on its behalf or on behalf of any of its security holders a registration statement under the Securities Act with respect to on any of its equity securities form (other than pursuant to a registration statements statement on Form S-4 or Form S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar forms)to Registrable Securities, whether or not for its own account, then the Company shall it will give written notice setting forth the terms of the proposed offering and such proposed filing other information as the Holders may reasonably request to all Securityholders promptly (and in any event holders of Registrable Securities at least twenty (20) days before the anticipated initial filing date). Such notice shall with the Commission of such registration statement, and offer to such Securityholders, together with others who have similar rights, the opportunity to include in such filing such Registrable Securities as any Holder may request. Each Holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section 2.b. will advise the Company in writing within ten (10) days after the date of receipt of such notice from the Company, setting forth the amount of such Registrable Securities for which registration statement is requested. The Company will thereupon include in such filing the number of Registrable Securities as they may request. The Company shall consult withfor which registration is so requested, and to the extent determined to be nondetrimental will use its reasonable good faith best efforts to cause effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering deliver a written opinion to each Holder of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in that the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities success of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with offering would be materially and adversely affected by the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion inclusion of the Registrable Securities requested to be included in included, then the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably to be sold in offered for the contemplated distribution at a price acceptable accounts of Holders will be reduced pro rata (according to the Company or Registrable Securities proposed for registration) to the securityholders initiating such registration, then extent necessary to reduce the total amount of securities to be included in a registration which is a primary underwritten such offering on behalf to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other Persons as well as the Company shall Company, then with respect to the Registrable Securities intended to be included in the following order: (i) firstoffered to Holders, the proportion by which the amount of such class of securities the Company proposes to include therein, and (ii) second, Registrable Securities requested intended to be included in offered by Holders is reduced will not exceed the proportion by which the amount of such registration by Securityholders pursuant to this Section 10.2 together with all other class of securities requested intended to be included therein offered by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities other Persons (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretois reduced.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If the Company at any time proposes after the Date of Grant to file on its behalf or on behalf of any of its security holders a registration statement under the Securities Act with respect to on any of its equity securities form (other than pursuant to a registration statements statement on Form S-4 or Form S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar forms)to Registrable Securities, whether or not for its own account, then the Company shall it will give written notice setting forth the terms of the proposed offering and such proposed filing other information as the Holders may reasonably request to all Securityholders promptly (and in any event holders of Registrable Securities at least twenty thirty (2030) days before the anticipated initial filing date). Such notice shall with the Commission of such registration statement, and offer to such Securityholders, together with others who have similar rights, the opportunity to include in such filing such Registrable Securities as any Holder may request. Each Holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section 7.02 will advise the Company in writing within thirty (30) days after the date of receipt of such notice from the Company, setting forth the amount of such Registrable Securities for which registration statement is requested. The Company will thereupon include in such filing the number of Registrable Securities as they may request. The Company shall consult withfor which registration is so requested, and to the extent determined to be nondetrimental will use its reasonable good faith best efforts to cause effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering deliver a written opinion to each Holder of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in that the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities success of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with offering would be materially and adversely affected by the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion inclusion of the Registrable Securities requested to be included in included, then the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which to be offered for the accounts of Holders will be reduced first by reducing the Registrable Securities of F-Jotan to be registered in such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable offering and second pro rata (according to the Company or Registrable Securities proposed for registration) to the securityholders initiating such registration, then extent necessary to reduce the total amount of securities to be included in a registration which is a primary underwritten such offering on behalf to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other Persons as well as the Company shall Company, then with respect to the Registrable Securities intended to be included in the following order: (i) firstoffered by Holders, the proportion by which the amount of such class of securities the Company proposes to include therein, and (ii) second, Registrable Securities requested intended to be included in offered by Holders is reduced will not exceed the proportion by which the amount of such registration by Securityholders pursuant to this Section 10.2 together with all other class of securities requested intended to be included therein offered by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities other Persons (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretois reduced.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If the Company proposes at any time after the Initial Registration Date proposes to register any Transfer of Grant to file a registration statement its Registrable Securities under the Securities Act with respect to any for its own account or for the account of its equity securities a security holder (other than pursuant a registration relating to employee benefit plans, the acquisition of another company or business, an exchange offer solely for already outstanding securities of the Company, or a registration statements on Form S-4 or Form S-8 or any successor or similar formsa form that 2 does not require substantially the same information that would be required in a registration statement covering a Transfer of Registrable Securities held by an Owner), whether or not for its own account, then the Company shall will each such time give prompt written notice to all holders of Registrable Securities (herein collectively called the "PROSPECTIVE SELLERS") of its intention to do so. Upon the written notification by any Prospective Seller of an intention to register a Transfer of Registrable Securities under this Section 2.1 (stating the intended method of Transfer of such proposed filing Registrable Securities by such Prospective Seller and the number of Registrable Securities to all Securityholders promptly (and in any event at least be transferred), given within twenty (20) days before after receipt of any such notice from the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rightsCompany, the opportunity to include in Company will cause such registration statement such number intended Transfer of all Registrable Securities as they may requestof which any such Prospective Sellers shall have given such notice to be registered under the Securities Act. The Company shall consult with, and have the right to the extent determined reduce or eliminate Registrable Securities of a Prospective Seller to be nondetrimental use included pursuant to exercise of its reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is incidental rights under this Section 2.1 in an underwritten offering of a class by the Company if, in the good faith opinion of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing thatunderwriter, in its viewsupported by written reasons therefor, the inclusion of such shares would raise a substantial doubt as to whether the proposed offering could be successfully consummated. Any reduction of Registrable Securities to be included in an incidental registration pursuant to the immediately preceding sentence shall be made pro rata among the Prospective Sellers thereof requesting such offering incidental registration on the basis of Common Stock could materially adversely affect such offering) to permit the percentage of the Registrable Securities of the Company held by the holders of Registrable Securities which have requested to that such securities be included in the included; provided, a Demand Holder requiring registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any 2.2 of this Agreement shall not be subject to the foregoing reduction. The Company shall include in such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of a registration all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested Prospective Sellers to be included in such registration that are not eliminated from such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion thereinunderwriters. b. In the event that a holder or holders case of an underwritten public offering by the Company, each Prospective Seller participating in such incidental registration shall, if requested by the managing underwriter, agree not to Transfer any securities of the Company's securities (Company held by such Prospective Seller to any person other than such underwriter for a Securityholder or Securityholdersperiod of up to thirty (30) requests, pursuant to rights granted days following the effective date of the registration statement relating to such holder offering or holderssuch longer period as may be reasonably requested by such underwriter, that the Company file a registration statement for the public offering of securities but in no event to exceed ninety (90) days, and the Company and the other holders of the Company's securities hereby covenants that it will, thereafter, take whatever actions (including the Securityholdersamendment of its registration statement) who have rights as shall be reasonably necessary to be included in enable such registration, request Prospective Seller to be included in such registration and the managing underwriter register a Transfer of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of any such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which at such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretotime.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in In the event that (but without any obligation to do so) the Company proposes after to register any securities of the Date Company in connection with the public offering of Grant such securities solely for cash on any form of Registration Statement in which the inclusion of Purchased Shares is appropriate (other than a registration pursuant to file 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 selling holders of Purchased Shares or their plan of distribution, as would be required to be included in a registration statement under covering the Securities Act with respect to any sale of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar formsPurchased Shares), whether or not for its own account, then the Company shall promptly give each such holder written notice of such proposed filing to all Securityholders promptly (and in any event registration at least twenty thirty (2030) days before the anticipated filing date)date of any such Registration Statement. Such Upon the written request of any holder of Purchased Shares within fifteen (15) days after the receipt by such holder of such notice shall offer to such Securityholders, together with others who have similar rightsfrom the Company, the opportunity to include in such registration statement such number of Registrable Securities as they may request. The Company shall consult with, and cause to be registered under the Securities Act all of the Purchased Shares that such holder of Purchased Shares has so requested to be registered. Notwithstanding any other provision of this Section 2.3 to the extent determined to be nondetrimental use its reasonable good faith efforts to cause contrary, if the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offeringunderwriter(s) to permit advise the holders of Registrable Securities Purchased Shares in writing that marketing or other factors require that less than 100% of the Purchased Shares requested to be registered by such holder or holders of Purchased Shares or shares of any other holder of securities be included in such underwriting, then the Company shall so advise all holders of Purchased Shares and such other security holders that would otherwise be underwritten, and the amount of Purchased Shares or such other securities that may be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement be allocated among all Shareholders and other security holders thereof in customary form with proportion (as nearly as practicable) to the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of Purchased Shares or other securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration. The Company shall not be required to proceed with, or maintain the effectiveness of, any registration by Securityholders pursuant of its securities after giving the notice herein provided, and the right of any holder of Purchased Shares to this Section 10.2 together with all other securities requested have Purchased Shares included in such Registration Statement shall be conditioned upon participation in any underwriting to the extent provided herein. The Company shall not be included therein by holders having registration rights, pro rata among required to include any Purchased Shares in such underwriting unless the holders of such securities according to thereof enter into an underwriting agreement with the number of securities requested to be included underwriter(s) selected by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities in customary form, and upon terms and conditions agreed upon between the Company and the other holders such underwriter(s) (except as to monetary obligations of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter holers of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities Purchased Shares not contemplated by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes 2.7 of this Section 10.2(bAgreement), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto."

Incidental Registration. a. The Company covenants If at any time during the period ----------------------- beginning April 30, 1998 and agrees with ending three years following the Securityholders that Initial Funding Date, a Shelf Registration Statement on Form S-3 covering the Registrable Securities is not then in the event that effect, the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to registration statements in connection with a Registration Statement on Form S-4 or Form S-8 S-8, or any form that is substituting therefor or is a successor or similar forms), whether or not thereto) with respect to an offering of any class of security by the Company for its own accountaccount or for the account of any of its security holders (including the Investors), then the Company shall give written notice of such proposed filing to all Securityholders promptly the Investors as soon as practicable (and but in any no event at least twenty (20) less than thirty days before the anticipated filing date). Such , and such notice shall (i) offer to such Securityholders, together with others who have similar rights, the Investors the opportunity to include in such registration statement register such number of Registrable Securities as they may requestrequest and (ii) describe such securities and specify the form and manner and other relevant facts involved in such proposed registration (including, without limitation, (x) whether or not such registration will be in connection with an Underwritten Offering and, if so, the identity of the managing underwriter and whether such Underwritten Offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the like) at which the Registrable Securities are reasonably expected to be sold, if such disclosure is acceptable to the managing underwriter). The Investors shall advise the Company in writing within twenty (20) days after the date of receipt of such notice from the Company of the number of Registrable Securities for which registration is requested. The Company shall consult with, and to the extent determined include in such Registration Statement all such Registrable Securities so requested to be nondetrimental included therein, and, if such registration is an Underwritten Registration, the Company shall use its commercially reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) or underwriters to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with statement for such offering to be included (on the same terms and conditions as similar securities being registered by of the Company could materially adversely affect included therein to the distribution extent appropriate); provided, however, that if the managing underwriter or -------- ------- underwriters of such offering advise the Company and the Investors in writing that in their opinion, either because of (i) the kind of securities by increasing which the aggregate amount Investors, the Company or any other Persons intend to include in such offering or (ii) the size of the offering in excess which the Investors or such other Persons intend to make, the success of the maximum offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) in the event that the size of the offering is the basis of such managing underwriter's opinion, the amount of securities which such managing underwriter believes can reasonably to be sold in offered for the contemplated distribution at a price acceptable account of the Investors and other holders registering securities of the Company pursuant to similar incidental registration rights shall be reduced pro rata (according to the Company total number of Registrable Securities or shares, as the securityholders initiating case may be, requested to be registered by each such holder and all other holders of registration rights who have indicated the desire to participate in such registration, then ) to the extent necessary to reduce the total amount of securities to be included in a registration which such offering to the amount recommended by such managing underwriter or underwriters; and (B) in the event that the combination of securities to be offered is a primary underwritten offering on behalf the basis of such managing underwriter's opinion, (x) the Company shall Registrable Securities and other securities to be included in such offering shall be reduced as described in clause (A) above or, (y) if the following order: actions described in clause (iA) firstwould, in the securities judgment of the Company proposes managing underwriter, be insufficient to include therein, and (ii) second, substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included in would have on such offering, such Registrable Securities will be excluded from such offering. The Company shall have the right to postpone or withdraw any registration by Securityholders effected pursuant to this Section 10.2 together with all other securities requested 2(d) without obligation to any Investor or Pecuniary Owner. ------------ No registration pursuant to a request or requests referred to in this Section 2(d) shall be deemed to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder Shelf Registration or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoDemand ------------ Registration.

Incidental Registration. a. The Company covenants and agrees with If, at any time during the Securityholders that in the event that the Company period which CharterMac is required to keep a Shelf Registration Statement effective pursuant to Section 2(a), CharterMac proposes after the Date of Grant to file a registration statement under the Securities Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to CharterMac's existing stockholders) with respect to an underwritten offering on any form that would also permit the registration of the Registrable Securities, and such filing is to be on its behalf and/or on behalf of selling holders of its equity securities (other than pursuant for the general registration of Common Shares to registration statements on Form S-4 or Form S-8 or any successor or similar forms)be sold for cash, whether or not for its own account, then the Company CharterMac shall promptly give each Holder written notice of such proposed filing registration setting forth the date on which CharterMac proposes to all Securityholders promptly (and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in file such registration statement such number and advising each Holder of its right to have Registrable Securities as they may requestincluded in such registration. The Company Upon the written request of any Holder received by CharterMac within ten (10) business days following the date of CharterMac's notice, CharterMac shall consult with, and to the extent determined to be nondetrimental use its reasonable good faith best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. CharterMac shall have the absolute right to withdraw or cease to prepare or file any registration statement for any offering referred to in this Section 2 without any obligation or liability to any Holder. CharterMac shall not be required to include any Holder's Registrable Securities in any underwriting unless such holder accepts the terms of the underwriting as agreed to between CharterMac and the underwriters selected by it. If, in the written opinion of the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its viewor underwriters, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders amount of Registrable Securities requested to be included in the such registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company offering, or the securityholders initiating timing thereof, then CharterMac will include in such registration, then to the extent of the amount and class which CharterMac is so advised can be sold without such material adverse effect in such offering, in addition to the securities proposed to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) firstsold by CharterMac for its own account, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders the Holders pursuant to this Section 10.2 together with 2 and all securities offered for the account of other securities requested Persons pursuant to be included therein by holders having registration the exercise of contractual rights, pro rata among based on the holders of such securities according to estimated gross proceeds from the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretosale thereof.

Incidental Registration. a. The Company covenants For a period beginning 180 days after the commencement of an IPO and agrees with the Securityholders that ending three years following an IPO, in the event that (but without any obligation to do so) the Company proposes after to register any shares of Common Stock in connection with the Date public offering of Grant to file a registration statement under the Securities Act with respect to such shares solely for cash on any form of its equity securities Registration Statement (other than (i) a registration pursuant to registration statements a Registration Statement on Form S-4 or Form S-8 (or any successor forms) or (ii) 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 covering the sale of Registrable Securities or (iii) in connection with any dividend reinvestment or similar formsplan, or (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), whether or not for its own account, then the Company shall promptly give each Holder written notice of such proposed filing to all Securityholders promptly (and in any event registration at least twenty (20) days before the anticipated filing date)date of any such Registration Statement. Such Upon the written request of any Holder within ten (10) days after the receipt by such Holder of such notice shall offer to such Securityholders, together with others who have similar rightsfrom the Company, the opportunity Company shall use reasonable efforts to include in such registration statement such number cause to be registered under the Securities Act all of the Registrable Securities as they may requestthat such Holder has so requested to be registered. The Company shall consult 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 have Registrable Securities included in such Registration Statement shall be conditioned upon participation in any underwriting to the extent determined to provided herein. The Company shall not be nondetrimental use its reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration required to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such any Registrable Securities in such proposed offering on underwriting unless the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall Holders thereof enter into an underwriting agreement with the underwriter(s) selected by the Company in customary form with form, and upon terms and conditions agreed upon between the representative Company and such underwriter(s) (except as to monetary obligations of the Holders not contemplated by Section 8 of these provisions). Notwithstanding any other provision of this Section 3, if the underwriter or underwriters. The foregoing notwithstandingthe Company determines in good faith that marketing conditions or other relevant factors made advisable a limitation of the number of shares to be underwritten, then the underwriter or the Company may allocate the shares which the underwriter indicates can be sold as follows: if the Registration Statement relates to the sale of shares by the Company, first, to the Company and second to the Holders; provided, however, that in the case event that all of a firm commitment offering on underwriting terms appropriate for the Registrable Securities which the Holders wish to include in such a transactionRegistration Statement cannot be included in such Registration Statement, the shares shall be allocated among the Requesting Holders as indicated above, and third, to any other than a registration requested by Securityholders holder of securities wishing to include shares in such Registration Statement (the "Other Holders"), and if the Registration Statement relates to securities being registered pursuant to Section 10.1a demand right granted to Other Holders, if any first, to the Other Holders, second, to the Holders; provided, however, that in the event that all of the Registrable Securities which the Holders wish to include in such managing underwriter Registration Statement cannot be included in such Registration Statement, the shares shall be allocated among the Requesting Holders as indicated above, and third, to the Company. Any Holder that disapproves of recognized standing shall advise the terms of the underwriting may elect to withdraw therefrom by written notice to the Company and the Securityholders in writing that, in its view, the distribution of all underwriter. Any securities excluded or a specified portion of the Registrable Securities requested to withdrawn from such underwriting shall be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating withdrawn from such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If at any time the Company proposes after the Date of Grant to file a registration statement Registration Statement under the Securities Act (other than in connection with a registration statement on Form S-4, X-0, xx any form that is substituting therefor or is a successor thereto or a "shelf" or similar registration for use solely in connection with future acquisitions) with respect to an offering of any class of security by the Company for its own account or for the account of any of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not for its own accountsecurity holders, then the Company shall give written notice of such proposed filing to all Securityholders promptly the Holders as soon as practicable (and but in any no event at least twenty less than thirty (2030) days before the anticipated filing date). Such , and such notice shall (i) offer to such Securityholders, together with others who have similar rights, the Holders the opportunity to include in such registration statement register such number of Registrable Securities as they may requestrequest in writing and (ii) describe such securities and specify the form and manner and other relevant facts involved in such proposed registration (including, without limitation, (x) whether or not such registration will be in connection with an Underwritten Offering and, if so, the identity of the managing underwriter and whether such Underwritten Offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the like) at which the Registrable Securities are reasonably expected to be sold, if such disclosure is acceptable to the managing underwriter). The Holders shall advise the Company in writing within twenty (20) days after the date of receipt of such notice from the Company of the number of Registrable Securities for which registration is requested, but not less than five (5) days prior to the anticipated filing date of the Registration Statement. The Company shall consult with, and to the extent determined to be nondetrimental use its reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion include in such offering of Common Stock could materially adversely affect Registration Statement all such offering) to permit the holders of Registrable Securities so requested to be included in the therein, and, if such registration to include such Registrable Securities in the proposed offering and is an Underwritten Registration, the Company shall use its reasonable best efforts to include such cause the managing underwriter or underwriters to permit the Registrable Securities requested to be included in the Registration Statement for such proposed offering to be included (on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing therein to distribute the extent appropriate); provided, however, that if the managing underwriter or underwriters of such offering deliver a written opinion to Investor that either because of (i) the kind of securities which the Holders, the Company or any other Persons intend to include in such offering; or (ii) the size of the offering which the Holders, the Company, or such other Persons intend to make, the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities through such underwriting shall enter into an underwriting agreement requested to be included, then (A) in customary form with the representative event that the size of the underwriter or underwriters. The foregoing notwithstandingoffering is the basis of such managing underwriter's opinion, in the case amount of a firm commitment offering on underwriting terms appropriate securities to be offered for such a transaction, the account of the Holders and other than a registration requested by Securityholders holders registering securities of the Company pursuant to Section 10.1, if any such managing underwriter of recognized standing similar incidental registration rights shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of be reduced pro rata (according to the Registrable Securities requested to be included in the registration concurrently with by each such Holder) to the securities being registered by extent necessary to reduce the Company could materially adversely affect the distribution of such securities by increasing the aggregate total amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which such offering to the amount recommended by such managing underwriter or underwriters; and (B) in the event that the combination of securities to be offered is a primary underwritten offering on behalf the basis of such managing underwriter's opinion, (x) the Company shall Registrable Securities and other securities to be included in such offering shall be reduced as described in clause (A) above or, (y) if the following order: actions described in clause (iA) firstwould, in the securities judgment of the Company proposes managing underwriter, be insufficient to include therein, and (ii) second, substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included in would have on such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rightsoffering, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to will be included in excluded from such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretooffering.

Incidental Registration. a. The If Company covenants and agrees with the Securityholders that in the event that the Company at any time proposes after the Date of Grant to file on ----------------------- its behalf a registration statement under the Securities Act with respect to on any of its equity securities form (other than pursuant to registration statements a Registration Statement on Form S-4 or Form S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or similar formsto employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities (an "Incidental Registration Statement"), whether or not for its own account, then the Company shall it will give written notice of such proposed filing to all Securityholders promptly (and in any event Holders at least twenty (20) 15 days before the anticipated initial filing date)with the SEC of such Incidental Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. Such The notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such filing the aggregate number of shares of Registrable Securities as they such Holders may request. The Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 Business Days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall consult withthereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the extent determined Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be nondetrimental use its reasonable good faith efforts effected in a firm commitment underwriting, Company will not be required to cause include Registrable Securities in such underwriting unless the Holder of such Registrable Securities accepts the terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed underwritten public offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the shall advise Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its viewopinion, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could would materially and adversely affect the distribution of such securities by increasing Company, then all selling security holders with incidental registration rights shall reduce the aggregate amount of the offering in excess of the maximum amount of securities which each intended to distribute through such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, a pro rata among the holders basis. Except as otherwise provided in Section 5, all expenses of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in borne by Company. The Company shall have the following order: (i) first, right to terminate or withdraw any Registration Statement initiated under this Section 3 prior to the securities effectiveness of such Registration Statement whether or not the Company proposes Holders have elected to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoRegistration Statement.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not for its own account, then the Company shall give written notice of such proposed filing to all Securityholders promptly (and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Registrable Securities as they may requestrequest (other than Registrable Securities already registered pursuant to a Shelf Registration Statement). The Company shall consult with, direct and to the extent determined to be nondetrimental use its reasonable good faith best efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its viewopinion, the inclusion in such offering of Common Stock could would materially adversely affect the distribution of such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, the right of a Securityholder to registration pursuant to this SECTION 9.2 shall be conditioned upon such Securityholder's participation in such underwriting and the inclusion of the Registrable Securities to be sold by such Securityholder in the underwriting. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1SECTION 9.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its viewopinion, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registrationdistribution, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities Registrable Securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto.the

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If the Company at any time proposes after the Date of Grant to file on its behalf or on behalf of any of its security holders a registration statement under the Securities Act with respect to on any of its equity securities form (other than pursuant to a registration statements statement on Form S-4 or Form S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar forms)to Registrable Securities, whether or not for its own account, then the Company shall it will give written notice setting forth the terms of the proposed offering and such proposed filing other information as the Holders may reasonably request to all Securityholders promptly (and in any event Holders of Registrable Securities at least twenty thirty (2030) days before the anticipated initial filing date). Such notice shall with the Commission of such registration statement, and offer to such Securityholders, together with others who have similar rights, the opportunity to include in such filing such Registrable Securities as any Holder may request. Each Holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section 7.02 will advise the Company in writing within thirty (30) days after the date of receipt of such notice from the Company, setting forth the amount of such Registrable Securities for which registration statement is requested. The Company will thereupon include in such filing the number of Registrable Securities as they may request. The Company shall consult withfor which registration is so requested, and to the extent determined to be nondetrimental will use its reasonable good faith best efforts to cause effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering deliver a written opinion to each Holder of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in that the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities success of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with offering would be materially and adversely affected by the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion inclusion of the Registrable Securities requested to be included in included, then the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which to be offered for the accounts of Holders will be reduced first by reducing the Registrable Securities of F-Jotan to be registered in such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable offering and second pro rata (according to the Company or Registrable Securities proposed for registration) to the securityholders initiating such registration, then extent necessary to reduce the total amount of securities to be included in a registration which is a primary underwritten such offering on behalf to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other Persons as well as the Company shall Company, then with respect to the Registrable Securities intended to be included in the following order: (i) firstoffered by Holders, the proportion by which the amount of such class of securities the Company proposes to include therein, and (ii) second, Registrable Securities requested intended to be included in offered by Holders is reduced will not exceed the proportion by which the amount of such registration by Securityholders pursuant to this Section 10.2 together with all other class of securities requested intended to be included therein offered by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities other Persons (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretois reduced.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to registration statements in connection with the Shelf Registration, a Demand Registration, a Registration Statement on Form S-4 or Form S-8 or any successor form substituting therefor, or similar forms)a shelf registration statement on Form S-3 or any form substituting therefor relating to (i) issuances of securities other than Common Stock (or securities convertible into Common Stock) by the Company for cash, whether or not (ii) so long as the Shelf Registration remains effective, resales of equity securities of the Company by one or more security holders of the Company pursuant to Rule 415 under the Securities Act) with respect to an offering of any class of security by the Company for its own accountaccount or for the account of any of its security holders, then the Company shall give written notice of such proposed filing to all Securityholders promptly the holders of the Registrable Securities as soon as practicable (and but in any no event at least twenty less than thirty (2030) days before the anticipated filing date). Such , and such notice shall offer to such Securityholders, together with others who have similar rights, holders the opportunity to include in such registration statement register such number of Registrable Securities as they each such holder may request. Each holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 2(c) shall so advise the Company in writing within fifteen (15) days after the date of receipt of such notice from the Company (which request shall set forth the number of Registrable Securities for which registration is requested). The Company shall consult with, and to the extent determined include in such Registration Statement all such Registrable Securities so requested to be nondetrimental included therein, and, if such registration is an Underwritten Registration, the Company shall use its reasonable good faith best efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) or underwriters to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of Registration Statement for such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering (on behalf the same terms and conditions as similar securities of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rightsto the extent appropriate); PROVIDED, pro rata among HOWEVER, that if the managing underwriter or underwriters of such offering deliver a written opinion to the holders of such securities according to Registrable Securities that the total number of securities requested to be included by each such holder requesting inclusion therein. b. In that the event that a holder or Company, the holders of the Company's securities (Registrable Securities, or such other than a Securityholder or Securityholders) requests, pursuant persons propose to rights granted to include in such holder or holders, offering is such that the Company file a registration statement for the public offering of securities and the Company and the other holders success of the Company's securities (including the Securityholders) who have rights to offering would be included in such registration, request to be included in such registration materially and the managing underwriter of such offering shall advise the Company and the holders requesting adversely affected by inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in included, then the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in offered for the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all accounts of the securities requested to be included therein by the holder or holders making the initial request for the registrationCompany, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such Registrable Securities and other holders registering securities according pursuant to the number of securities requested to registration rights shall be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto.allocated as follows:

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that the Company (a) If Parent proposes after the Date of Grant to file a registration statement register any Parent Securities under the Securities Act with respect to any of its equity securities (other than pursuant to a registration statements (A) on Form S-8 or S-4 or Form S-8 or any successor or similar forms), (B) relating to Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of Parent or (C) in connection with a direct or indirect acquisition by Parent of another company, whether or not for sale for its own account), then it will each such time, subject to the Company shall provisions of Section 5(b), give prompt written notice of such proposed filing to all Securityholders promptly (and in any event at least twenty (20) 40 days before prior to the anticipated filing date). Such date of the registration statement relating to such registration to each Holder of Transfer Restricted Warrant Securities, which notice shall set forth such Holder's rights under this Section 5 and shall offer to such Securityholders, together with others who have similar rights, Holders the opportunity to include in such registration statement such number of Registrable Transfer Restricted Warrant Securities as they each such Holder may requestrequest (an "INCIDENTAL REGISTRATION"). The Company Upon the written request of any such Holder made within 20 days after the receipt of notice from Parent (which request shall consult withspecify the number of Transfer Restricted Warrant Securities intended to be disposed of by such Holder), and Parent will use its best efforts to effect the registration under the Act of all Transfer Restricted Warrant Securities which Parent has been so requested to register by such Holders, to the extent determined to be nondetrimental use its reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) required to permit the holders disposition of Registrable the Transfer Restricted Warrant Securities requested so to be registered; provided that (I) if such registration involves a Public Offering, all such Holders requesting to be included in Parent's registration must sell their Transfer Restricted Warrant Securities to the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering underwriters on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing apply to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, Parent and (iiII) secondif, Registrable at any time after giving written notice of its intention to register any Parent Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according 5 and prior to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders effective date of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included filed in connection with such registration, request Parent shall determine for any reason not to be included in register such registration and the managing underwriter securities, Parent shall give written notice to all such Holders of such offering shall advise the Company and the holders requesting inclusion in the offering thatTransfer Restricted Warrant Securities and, in its opinionthereupon, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included relieved of its obligation to register any Transfer Restricted Warrant Securities in connection with such registration. No registration effected under this Section 5 shall relieve Parent of its obligations to effect a Demand Registration to the following order: (i) first, the securities the Company proposes to include therein; (ii) second, extent required by Section 4. Parent will pay all Registration Expenses in connection with each registration of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Transfer Restricted Warrant Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto5.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If the Company at any time proposes after the Date of Grant to file on its behalf or on behalf of any of its security holders a registration statement under the Securities Act with respect to on any of its equity securities form (other than pursuant to a registration statements statement on Form S-4 or Form S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar forms)to Registrable Securities, whether or not for its own account, then the Company shall it will give written notice setting forth the terms of the proposed offering and such proposed filing other information as the Purchasers may reasonably request to all Securityholders promptly (and in any event holders of Registrable Securities at least twenty thirty (2030) days before the anticipated initial filing date). Such notice shall with the Commission of such registration statement, and offer to such Securityholders, together with others who have similar rights, the opportunity to include in such filing such Registrable Securities as any Purchaser may request. Each Purchaser desiring to have Registrable Securities registered under this Section 7.02 will advise the Company in writing within thirty (30) days after the date of receipt of such notice from the Company, setting forth the amount of such Registrable Securities for which registration statement is requested. The Company will thereupon include in such filing the number of Registrable Securities as they may request. The Company shall consult withfor which registration is so requested, and to the extent determined to be nondetrimental will use its reasonable good faith best efforts to cause effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a proposed underwritten offering (unless written opinion to each Purchaser that the success of the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock would be materially and the managing underwriter has advised the Company in writing that, in its view, adversely affected by the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in included, then the amount of securities to be offered for the accounts of Purchasers will be reduced first by reducing securities being offered for the account of Persons other than the Purchasers, Persons having registration concurrently with rights under the Loan Warrant Agreement and the Company, and second by reducing the Registrable Securities being offered pro rata (according to the Registrable Securities held by each Purchaser and securities being registered by Persons having registration rights under the Company could materially adversely affect Loan Warrant Agreement) to the distribution of such securities by increasing extent necessary to reduce the aggregate total amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten such offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included amount recommended by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretounderwriters.

Incidental Registration. a. The Company covenants and agrees with the Securityholders Each time that in the event that the Company GCI proposes after the Date of Grant to file a registration statement under the Securities Act with respect to register any of its equity securities under the Securities Act (other than pursuant a registration effected solely to registration statements on Form S-4 implement an employee benefit or Form S-8 stock option plan or to sell shares obtained under an employee benefit or stock option plan or a transaction to which Rule 145 or any successor or other similar formsrule of the Commission under the Securities Act is applicable), whether or not for its own account, then the Company shall GCI will give written notice to the Holders of its intention to do so. Each of the Selling Holders may give GCI a written request to register all or some of its Registrable Shares in the registration described in GCI's written notice as set forth in the foregoing sentence, provided that such proposed filing to all Securityholders promptly (and in any event at least written request is given within twenty (20) days before the anticipated filing date)after receipt of any such GCI notice. Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Registrable Securities as they may request. The Company shall consult with, and to the extent determined to be nondetrimental use its reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: request will state (i) first, the securities amount of Registrable Shares to be disposed of and the Company proposes to include thereinintended method of disposition of such Registrable Shares, and (ii) secondany other information GCI reasonably requests to properly effect the registration of such Registrable Shares. Upon receipt of such request, GCI will use its best efforts promptly to cause all such Registrable Securities requested Shares intended to be disposed of to be registered under the Securities Act so as to permit their sale or other disposition (in accordance with the intended methods set forth in the request for registration), unless the sale is a firmly underwritten public offering and GCI determines reasonably and in good faith in writing that the inclusion of such securities would adversely affect the offering or materially increase the offering's costs. In which case such securities and all other securities to be registered, other than those to be offered for GCI's account, shall be excluded to the extent GCI determines. The number of secondary shares included in such registration shall be shared pro rata by Securityholders all security holders based upon the amount of GCI's securities requested by such security holders to be sold thereunder. GCI's obligations under this Section 2 shall apply to a registration to be effected for securities to be sold for GCI's account as well as a registration statement which includes securities to be offered for the account of other holders of GCI equity securities; however, the registration rights granted pursuant to the provisions of this Section 2 are subject to the registration rights granted by GCI pursuant to (a) the Registration Rights Agreement dated as of January 18, 1991, between GCI and WestMarc Communications, Inc.; (b) the Registration Rights Agreements dated as of March 31, 1993, and , 1996, both between GCI and MCI Telecommunications Corporation; (c) the Registration Rights Agreement dated as of , 1996, between GCI and the owner of Alaskan Cable Network, Inc.; and (d) the Registration Rights Agreement dated as of , 1996, between GCI and the owners of Prime Cable of Alaska, L.P. In connection with a registration to be effected pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights2, pro rata among the holders of such securities according to Selling Holders shall enter into the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company same underwriting agreement as shall GCI and the other holders selling security holders, if any, provided that such underwriting agreement contains representations, warranties and agreements on the part of the CompanySelling Holders that are not substantially different from those customarily made by selling security holders in underwriting agreements with respect to secondary distributions. If, at any time after giving notice of GCI's intention to register any of its securities (including under this Section 2 and prior to the Securityholders) who have rights to be included effective date of the registration statement filed in connection with such registration, request GCI shall determine for any reason not to be included in register such registration and the managing underwriter securities, GCI may, at its election, give notice of such offering shall advise determination to Holders and thereupon will be relieved of its obligation to register the Company and the holders requesting inclusion Registrable Shares in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of connection with such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to a registration statements statement on a Form S-4 or Form S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing shareholders or pursuant to Rule 415 under the Securities Act (or any successor substitute form or similar formsrule, respectively, that may be adopted by the Commission)) in an underwritten offering on any form that would also permit the registration of the Registrable Securities, whether or not and such filing is to be solely on behalf of selling holders of its securities for its own accountthe general registration of Common Shares to be sold for cash, then subject to the Existing Registration Rights, the Company shall promptly give each Holder written notice of such proposed filing registration setting forth the date on which the Company proposes to all Securityholders promptly (and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in file such registration statement such number and advising each Holder of its right to have Registrable Securities as they may requestincluded in such registration. Upon the written request of any Holder received by the Company within ten (10) Business Days following the date of the Company’s notice, the Company shall use its commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. The Company shall consult with, and have the absolute right to withdraw or cease to prepare or file any registration statement for any offering referred to in this Section 2(b) without any obligation or liability to any Holder. The Company shall not be required to include any Holder’s Registrable Securities in any underwriting pursuant to this Section 2(b) unless such holder accepts the extent determined to be nondetrimental use its reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class terms of the Company's equity securities other than Common Stock underwriting agreement as agreed to between the Company and the managing underwriter has advised the Company in writing thatunderwriters. If, in its viewthe opinion of the Underwriters’ Representative, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders amount of Registrable Securities requested to be included in such registration would materially adversely affect such offering, or the registration to include such Registrable Securities in the proposed offering and timing or distribution thereof, then the Company shall use its reasonable best efforts to will include such Registrable Securities in such proposed offering on registration, to the same terms and conditions as any similar securities extent the number of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in such registration can be sold without having the registration concurrently with adverse effect referred to above (in the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount opinion of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) firstUnderwriters’ Representative), the securities the Company proposes to include therein, and (ii) second, number of Registrable Securities requested to be included in such registration by Securityholders the Holders pursuant to this Section 10.2 together with 2 and all securities offered for the account of other Persons, such amount to be allocated pro rata among all requesting Holders and other Persons on the basis of the relative number of Registrable Securities and securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included registered by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (Holder and other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoPerson.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that the Company (a) If Parent proposes after the Date of Grant to file a registration statement register any Parent Securities under the Securities Act with respect to any of its equity securities (other than pursuant to a registration statements (A) on Form S-8 or S-4 or Form S-8 or any successor or similar forms), (B) relating to Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of Parent or (C) in connection with a direct or indirect acquisition by Parent of another company, whether or not for sale for its own account), then it will each such time, subject to the Company shall provisions of Section 5(b), give prompt written notice of such proposed filing to all Securityholders promptly (and in any event at least twenty (20) 40 days before prior to the anticipated filing date). Such date of the registration statement relating to such registration to each Holder of Transfer Restricted Warrant Securities, which notice shall set forth such Holder's rights under this Section 5 and shall offer to such Securityholders, together with others who have similar rights, Holders the opportunity to include in such registration statement such number of Registrable Transfer Restricted Warrant Securities as they each such Holder may requestrequest (an "Incidental Registration"). The Company Upon the written request of any such Holder made within 20 days after the receipt of notice from Parent (which request shall consult withspecify the number of Transfer Restricted Warrant Securities intended to be disposed of by such Holder), and Parent will use its best efforts to effect the registration under the Act of all Transfer Restricted Warrant Securities which Parent has been so requested to register by such Holders, to the extent determined to be nondetrimental use its reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) required to permit the holders disposition of Registrable the Transfer Restricted Warrant Securities requested so to be registered; provided that (I) if such registration involves a Public Offering, all such Holders requesting to be included in Parent's registration must sell their Transfer Restricted Warrant Securities to the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering underwriters on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing apply to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, Parent and (iiII) secondif, Registrable at any time after giving written notice of its intention to register any Parent Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according 5 and prior to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders effective date of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included filed in connection with such registration, request Parent shall determine for any reason not to be included in register such registration and the managing underwriter securities, Parent shall give written notice to all such Holders of such offering shall advise the Company and the holders requesting inclusion in the offering thatTransfer Restricted Warrant Securities and, in its opinionthereupon, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included relieved of its obligation to register any Transfer Restricted Warrant Securities in connection with such registration. No registration effected under this Section 5 shall relieve Parent of its obligations to effect a Demand Registration to the following order: (i) first, the securities the Company proposes to include therein; (ii) second, extent required by Section 4. Parent will pay all Registration Expenses in connection with each registration of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Transfer Restricted Warrant Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto5.

Incidental Registration. a. The If Company covenants and agrees with the Securityholders that in the event that the Company at any time proposes after the Date of Grant to file on ---------- ------------ its behalf a registration statement under the Securities Act with respect to on any of its equity securities form (other than pursuant to registration statements a Registration Statement on Form S-4 or Form S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or similar formsto employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities (an "Incidental Registration Statement", and together with the Shelf Registration Statement, a "Registration Statement"), whether or not for its own account, then the Company shall it will give written notice of such proposed filing to all Securityholders promptly (and in any event Holders at least twenty (20) 30 days before the anticipated initial filing date)with the SEC of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. Such The notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such filing the aggregate number of shares of Registrable Securities as they such Holders may request. The Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 Business Days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall consult withthereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the extent determined Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be nondetrimental use its reasonable good faith efforts effected in a firm commitment underwriting, Company will not be required to cause include Registrable Securities in such underwriting unless the Holder of such Registrable Securities accepts the terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed underwritten public offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the shall advise Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its viewopinion, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could would materially and adversely affect the distribution of such securities by increasing Company, then all selling security holders shall reduce the aggregate amount of the offering in excess of the maximum amount of securities which each intended to distribute through such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, a pro rata among the holders basis. Except as otherwise provided in Section 5, all expenses of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein borne by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoCompany.

Incidental Registration. a. The Company covenants and agrees with (a) If at any time after the Securityholders that in closing of the event that Initial Public Offering, the Company proposes after the Date of Grant to file a registration statement register under the Securities Act with respect to any shares of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not Common Stock for sale for its own accountaccount (and not solely in connection with a sale of warrants or other rights to purchase, then or securities convertible or exchangeable into, Common Stock and other than (i) any registration relating to any employee benefit or similar plan, any dividend reinvestment plan, or any acquisition by the Company or (ii) pursuant to a registration statement filed in connection with an exchange offer), the Company shall give written notice to each member of the LGB Group, to each Rollover Holder and to each Management Stockholder at least 20 days prior to the initial filing of a registration statement with the SEC pertaining thereto (an “Incidental Registration Statement”) informing such Person of its intent to file such Incidental Registration Statement and of such proposed filing Person’s rights under this Section 6.02 to all Securityholders promptly (and in any event at least twenty (20) days before request the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, registration of the opportunity to include in such registration statement such number of Registrable Securities as they may requestheld by such Person. The Company Upon the written request of any such LGB Stockholder, Rollover Holder or Management Stockholder (such Holder, a “Selling Incidental Stockholder”) made within 10 days after any such notice is given (which request shall consult with, and to specify the extent determined Registrable Securities intended to be nondetrimental use its reasonable good faith efforts to cause the managing underwriter disposed of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock by such Selling Incidental Stockholder and the managing underwriter has advised the Company in writing thatintended method of distribution thereof), in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such effect the registration under the Securities Act of all Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of which the Company included therein. All Securityholders proposing has been so requested to distribute Registrable Securities through register by such underwriting shall enter into an underwriting agreement in customary form with Selling Incidental Stockholders, to the representative of extent required to permit the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion disposition of the Registrable Securities so requested to be included in registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Incidental Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration concurrently with the securities being registered form used by the Company could materially adversely affect the distribution of for such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company Incidental Registration Statement or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder Securities Act or holders making the initial request for the registration, by any other rules and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoregulations thereunder.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that (a) If the Company at any time proposes after the Date of Grant to file a registration statement under the Securities Act with respect to register any of its equity securities under the Securities Act (other than a registration effected pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar formsSection 2.1) in a manner which would permit Registration of Registrable Securities for sale to the public under the Securities Act, it shall each such time, subject to the provisions of Section 2.2(b), whether or not for its own account, then the Company shall give written notice to Conning of such proposed filing its intention to all Securityholders promptly (do so and in any event of Conning's rights under this Section 2.2, at least twenty (20) 30 days before prior to the anticipated filing date)date of the Registration Statement relating to such Registration. Such notice shall offer to such Securityholders, together with others who have similar rights, Conning the opportunity to include in such registration statement Registration Statement such number of Registrable Securities as they Conning may request. The Company shall consult with, and to Upon the extent determined to be nondetrimental use its reasonable good faith efforts to cause written request of Conning made within 20 days after the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class receipt of the Company's equity securities other than Common Stock and notice (which request shall specify the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders number of Registrable Securities requested intended to be included in the registration to include such Registrable Securities in the proposed offering disposed of by Conning and the intended method of disposition thereof), the Company shall will use its reasonable best efforts to include such effect the Registration under the Securities Act of all Registrable Securities in which the Company has been so requested to register by Conning; provided, that (x) if such proposed offering Registration involves an underwritten offering, Conning must sell its Registrable Securities to the underwriters selected by the Company on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable apply to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, Company; and (iiy) secondif, Registrable Securities requested at any time after giving written notice of its intention to be included in such registration by Securityholders register any securities pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according 2.2(a) and prior to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders Effective Date of the Company's securities Registration Statement filed in connection with such Registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to Conning and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such Registration (other than a Securityholder or Securityholders) requestswithout prejudice, pursuant however, to rights granted to such holder or holders, that the Company file of Conning under Section 2.1). If a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders Registration pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights2.2(a) involves an underwritten public offering, pro rata among the holders of such securities according Conning may elect, in writing prior to the number Effective Date of securities requested the Registration Statement filed in connection with such Registration, not to be included by each register such holder requesting inclusion thereinRegistrable Securities in connection with such Registration. For purposes of No Registration effected under this Section 10.2(b), 2.2 shall relieve the Company agrees of its obligations to effect Registrations upon request for inclusion under Section 2.1. The Company shall pay all Registration Expenses in connection with each Registration of Registrable Securities requested pursuant to this Section 2.2 and Conning shall pay all Seller Expenses relating to the registration only that number registration, sale or disposition of securities that the Company intends, in good faith, Conning's Registrable Securities pursuant to sell, if all such securities so requested by the Company were permitted a Registration Statement effected pursuant to be included by the managing underwriter in such registration and sold pursuant theretothis Section 2.2.

Incidental Registration. a. The Subject to Section 9.2(b) below, the Company covenants and agrees with the Securityholders that in the event that the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar formsforms and other than registrations pursuant to Section 9.1 hereof), whether or not for its own account, then the Company shall give written notice of such proposed filing to all Securityholders promptly (and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Registrable Securities as they may requestrequest (other than Registrable Securities already registered pursuant to a Shelf Registration Statement). The Company shall consult with, direct and to the extent determined to be nondetrimental use its reasonable good faith best efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its viewopinion, the inclusion in such offering of Common Stock could would materially adversely affect the distribution of such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing If the offering of which the Company gives notice is a public offering involving an underwriter, the right of a Securityholder to distribute registration pursuant to this Section 9.2 shall be conditioned upon (i) such Securityholder's participation in such underwriting and the inclusion of the Registrable Securities through to be sold by such Securityholder in the underwriting shall enter into and (ii) such Securityholder executing an underwriting agreement in entered into by the Company which includes customary form with the representative of the underwriter or underwritersterms and conditions relating to sales by shareholders. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.19.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its viewopinion, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registrationdistribution, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included reduced in the following order: (i) first, Registrable Securities and such other securities requested to be included by holders of such other securities shall be excluded pro rata and (ii) second the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoexcluded.

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If the Company at any time proposes after the Date of Grant to file on its own behalf and/or on behalf of any of its security holders (the "Demanding Security Holders") a registration statement Registration Statement under the Securities Act with respect to on any of its equity securities form (other than pursuant to as a demand registration statements under Section 2, a registration of securities in connection with a merger, an acquisition, an exchange offer or other business combination or a Registration Statement on Form S-4 or Form S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or similar forms), whether or not for its own account, then to employees of the Company shall pursuant to any employee benefit plan, respectively) for the registration of securities, it will give written notice of such proposed filing to all Securityholders promptly (and in any event Holders at least twenty (20) 30 days before the anticipated initial filing date)with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. Such The notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such filing the aggregate number of shares of Registrable Securities as they such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 ("Demanding Security Holder"), shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall consult withthereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and to the extent determined to be nondetrimental shall use its reasonable good faith best efforts to cause effect registration under the Securities Act of such shares. If the managing underwriter of a proposed underwritten public offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised shall advise the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its viewopinion, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could or such Demanding Security Holder would materially and adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registrationDemanding Security Holder, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included give priority for inclusion in the following order: such registration (ia) first, to the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant (or to this Section 10.2 together with all other securities requested such lesser number of Registrable Securities that is equal to the number that, in the opinion of the managing underwriters, can be included therein by holders having registration rightssold, pro rata rata, among the holders of such securities according to thereof based on the number of securities Registrable Securities owned), (b) second, to the securities, if any, requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and pursuant to warrants or options issued to the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion representatives of the securities requested underwriters with respect thereto, (c) third, to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; in such registration, (iid) secondfourth, all of to the securities requested that the Company is otherwise obligated to be included therein by the holder or holders making the initial request for the include in such registration, and (iiie) thirdfifth, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intendsmay desire to include in such registration. Except as otherwise provided in Section 5, in good faith, to sell, if all expenses of such securities so requested registration shall be borne by the Company. Notwithstanding anything to the contrary in this Section 3, if, at any time after receiving such requests and prior to the effective date of the Registration Statement filed in connection with such registration, the Company were permitted for any reason decides not to register securities of the Company, the Company will give written notice of its decision to the holders of Registrable Securities and thereupon be included by the managing underwriter relieved of its obligation to register any Registrable Securities in connection with such registration and sold pursuant thereto(b) if the Company determines for any reason to delay such registration, the Company may do so by giving written notice of its decision to the holders of Registrable Securities.

Incidental Registration. a. The Company covenants and agrees Subject to Section 4.2, if at any time prior to the filing of a Registration Statement in connection with the Securityholders that in the event that the Company a Required Registration, Franklin proposes after the Date of Grant to file a registration statement register under the Securities Act with respect to any shares of the same class as any of its equity securities the Closing Stock Consideration Registrable Securities or Earn-Out Registrable Securities (other than pursuant to registration statements on Form S-4 whether in an underwritten public offering or Form S-8 or any successor or similar forms), otherwise and whether or not for its own accountthe account of Franklin or for any stockholder of Franklin), then in a manner that would permit the Company shall registration under the Securities Act of Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities for sale to the public, Franklin will give written notice to each Holder of such proposed filing its intention to all Securityholders promptly do so not later than ten (and in any event at least twenty (2010) days before prior to the anticipated filing date)date of the applicable Registration Statement. Such notice shall offer Any Holder may elect to such Securityholders, together with others who have similar rights, the opportunity to include participate in such registration statement such number on the same basis as the planned method of distribution contemplated by the proposed Registration Statement by delivering to Franklin written notice of its election, in the form of the Notice and Questionnaire, within five (5) days after its receipt of Franklin's notice pursuant to this Section 4.1. A Holder's election pursuant to this Section 4.1 must: (i) specify the amount of Closing Stock Consideration Registrable Securities as they may request. The Company shall consult with, and to the extent determined to be nondetrimental use its reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of and/or Earn-Out Registrable Securities requested desired to be included in the registration such Registration Statement by such Holder; and (ii) include any other information that Franklin reasonably requests to include be included in such Registrable Securities in the proposed offering and the Company shall Registration Statement. Upon its receipt of a Holder's election pursuant to this Section 4.1, Franklin will, subject to Section 4.3, use its reasonable best efforts to include in such Registration Statement all Closing Stock Consideration Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the and/or Earn-Out Registrable Securities requested to be included in the included. Any registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Closing Stock Consideration Registrable Securities requested to be included in such registration by Securityholders and/or Earn-Out Registrable Securities pursuant to this Section 10.2 together with all other securities requested 4.1 is referred to be as an "Incidental Registration", and any Holder whose Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities are included therein by holders having registration rights, pro rata among at the holders request of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included Holder in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders an Incidental Registration pursuant to this Section 10.2 together with all other securities requested 4.1 is referred to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoas a "Selling Stockholder".

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that If the Company proposes after shall at any time propose for itself or any other person the Date registration under the Act of Grant any Offering (other than any Offering in connection with any employee benefit plan or a transaction required to file be registered by means of a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar formsS-4), whether or not for its own account, then the Company shall give written notice of such proposed filing registration to all Securityholders promptly (and in any event at least twenty (20) days before the anticipated filing date)Holders. Such notice shall offer Upon receipt of such notice, each Holder may elect to such Securityholders, together with others who have similar rights, the opportunity to include participate in such registration statement Offering. To make such election, any such Holder must give notice to the Company of such Holder's election and the number of Registrable Securities as they may requestthat such Holder wishes to sell in such Offering within fifteen (15) days of the day that the Company gave notice of such Offering. The Subject to the provisions of the last sentence of this Section 5, the Company shall consult with, include in such Offering such Registrable Securities and to the extent determined to be nondetrimental use its reasonable good faith efforts to shall cause the managing underwriter or sole underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing thatsuch Offering, in its viewif any, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with that will have all such electing Holders as parties thereto. Except to the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested extent governed by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise an agreement between the Company and the Securityholders in writing that, in its viewanother person, the distribution provisions of Sections 2(b) and 4 of this Agreement shall be applicable to any registration of Registrable Securities under this Section 5. The right to registration provided in this Section 5 is in addition to and not in lieu of the demand registration rights provided in Section 2. The rights provided in this Section 5 are available to any Holder even though such Holder may be free at the time to sell all or a specified portion of the Registrable Securities of such Holder with respect to which registration is requested in accordance with Rule 144 (or any similar rule or regulation) under the Act. If the Company proposes to sell any shares of Common Stock for its own account or any person who is not a Holder has the right to sell any shares of Common Stock under any registration statement filed pursuant to Section 2, then the Holder who requested that such registration statement be filed shall have the option to require that such registration statement be deemed a registration under this Section 5 and not constitute an exercise of such Holder's rights under Section 2. If the managing underwriter or sole underwriter of any Offering subject to the provisions of this Section 5 advises the Holders participating therein in writing that marketing factors require a limitation on the number of shares of Common Stock to be underwritten in such Offering, then the number of shares of Common Stock that may be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution such Offering shall be allocated as follows: (i) all shares of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably Common Stock to be sold in for the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf account of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, included; and (ii) second, Registrable Securities requested the remaining shares of Common Stock that may be sold pursuant to the advice of such managing underwriter shall be included allocated among all Holders and other persons participating in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rightsOffering in proportion, pro rata among the holders of such securities according as nearly as practicable, to the number respective numbers of securities requested shares of Common Stock held by or issuable to be included by each all such holder requesting inclusion therein. b. In persons at the event that a holder or holders time of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that filing of the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoOffering.

Incidental Registration. a. The Company covenants and agrees with the Securityholders Each time that in the event that the Company GCI proposes after the Date of Grant to file a registration statement under the Securities Act with respect to register any of its equity securities under the Securities Act (other than (a) a registration effected solely to implement an employee benefit or stock option plan, (b) to sell shares obtained under an employee benefit or stock option plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable or (c) a registration effected pursuant to Section 10.1 of the General Communication, Inc. Preferred Stock Purchase Agreement dated April 30, 1999 for which the holders of securities relating to such registration statements on Form S-4 or Form S-8 or any successor or similar formshave demanded that only their securities be included in such registration), whether or not for its own account, then the Company shall GCI will give written notice to the Holders of its intention to do so. Each of the Selling Holders may give GCI a written request to register all or some of its Registrable Shares in the registration described in GCI's written notice as set forth in the foregoing sentence, provided that such proposed filing to all Securityholders promptly (and in any event at least written request is given within twenty (20) days before the anticipated filing date)after receipt of any such GCI notice. Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Registrable Securities as they may request. The Company shall consult with, and to the extent determined to be nondetrimental use its reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: request will state (i) first, the securities amount of Registrable Shares to be disposed of and the Company proposes to include thereinintended method of disposition of such Registrable Shares, and (ii) secondany other information GCI reasonably requests to properly effect the registration of such Registrable Shares. Upon receipt of such request, GCI will use its best efforts promptly to cause all such Registrable Securities requested Shares intended to be disposed of to be registered under the Securities Act so as to permit their sale or other disposition (in accordance with the intended methods set forth in the request for registration), unless (i) the sale is a firmly underwritten public offering and GCI determines reasonably and in good faith in writing that the inclusion of such securities would adversely affect the offering or materially increase the offering's costs or (ii) inclusion of such Registrable Shares is prohibited pursuant to the terms and conditions of any other registration rights agreement granting other GCI equity security holders the right to demand registration. In the case of clause (i) or (ii) above, such Registrable Shares and all other securities to be registered, other than those to be offered for GCI's account or those required to be included pursuant to the terms and conditions of any other registration rights agreement granting other GCI equity security holders the right to request registration, shall be excluded to the extent the underwriter determines. The total number of secondary shares included in such registration shall be shared pro rata by Securityholders all security holders having contractual registration rights (other than those security holders having priority in a registration pursuant to this Section 10.2 together the terms and conditions of any other registration rights agreement with all other GCI, whose securities requested to shall be included therein by holders having registration rights, pro rata among the holders of such securities according to first in the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event secondary shares that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to may be included in such registration, request ) based upon the amount of GCI's securities requested by such security holders to be included in such sold thereunder. GCI's obligations under this Section 2 shall apply to a registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the effected for securities to be included sold for GCI's account as well as a registration statement which includes securities to be offered for the account of other holders of GCI equity securities having contractual registration rights. Nothing in this Agreement shall give WorldCom or Network Services priority in its rights to register the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all Class A common stock issuable upon conversion of the securities requested Series C Preferred Stock over the Class A common stock issuable upon conversion of GCI's Series B Convertible Preferred Stock issued to Toronto Dominion Investments, Inc., and Prime VIII, L.P. under that Series B Preferred Registration Rights Agreement dated April 30, 1999. In connection with a registration to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders effected pursuant to this Section 10.2 together 2, the Selling Holders shall enter into the same underwriting agreement as shall GCI and the other selling security holders, if any, provided that such underwriting agreement contains representations, warranties and agreements on the part of the Selling Holders that are not substantially different from those customarily made by selling-security holders in underwriting agreements with all other respect to secondary distributions. If, at any time after giving notice of GCI’s intention to register any of its securities requested under this Section 2 and prior to be included therein by holders having the effective date of the registration rightsstatement filed in connection with such registration, pro rata among the holders GCI shall determine for any reason not to register such securities, GCI may, at its election, give notice of such securities according determination to Holder and thereupon will be relieved of its obligation to register the number of securities requested to be included by each Registrable Shares in connection with such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoregistration.

Incidental Registration. a. The Company covenants and agrees with the Securityholders Each time that in the event that the Company GCI proposes after the Date of Grant to file a registration statement under the Securities Act with respect to register any of its equity securities under the Securities Act (other than pursuant a registration effected solely to registration statements on Form S-4 implement an employee benefit or Form S-8 stock option plan or to sell shares obtained under an employee benefit or stock option plan or a transaction to which Rule 145 or any successor or other similar formsrule of the Commission under the Securities Act is applicable), whether or not for its own account, then the Company shall GCI will give written notice to the Holders of its intention to do so. Each of the Selling Holders may give GCI a written request to register all or some of its Registrable Shares in the registration described in GCI's written notice as set forth in the foregoing sentence, provided that such proposed filing to all Securityholders promptly (and in any event at least written request is given within twenty (20) days before the anticipated filing date)after receipt of any such GCI notice. Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Registrable Securities as they may request. The Company shall consult with, and to the extent determined to be nondetrimental use its reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: request will state (i) first, the securities amount of Registrable Shares to be disposed of and the Company proposes to include thereinintended method of disposition of such Registrable Shares, and (ii) secondany other information GCI reasonably requests to properly effect the registration of such Registrable Shares. Upon receipt of such request, GCI will use its best efforts promptly to cause all such Registrable Securities requested Shares intended to be disposed of to be registered under the Securities Act so as to permit their sale or other disposition (in accordance with the intended methods set forth in the request for registration), unless the sale is a firmly underwritten public offering and GCI determines reasonably and in good faith in writing that the inclusion of such securities would adversely affect the offering or materially increase the offering's costs. In which case such securities and all other securities to be registered, other than those to be offered for GCI's account, shall be excluded to the extent the underwriter determines. The total number of secondary shares included in such registration shall be shared pro rata by Securityholders all security holders having contractual registration rights based upon the amount of GCI's securities requested by such security holders to be sold thereunder. GCI's obligations under this Section 2 shall apply to a registration to be effected for securities to be sold for GCI's account as well as a registration statement which includes securities to be offered for the account of other holders of GCI equity securities having contractual registration rights; however, the registration rights granted pursuant to the provisions of this Section 2 are subject to the registration rights granted by GCI pursuant to (a) the Registration Rights Agreement dated as of January 18, 1991, between GCI and WestMarc Communications, Inc., (b) the Registration Rights Agreement dated as of March 31, 1993, between GCI and MCI, (c) the Registration Rights Agreement of even date between GCI and the owners of Prime Cable of Alaska, L.P., (d) the Registration Rights Agreement of even date between GCI and the owners of Alaskan Cable Network, Inc., and (e) the Registration Rights Agreement of even date between GCI and the owners of Alaska Cablevision, Inc., the effect of which agreements is that all parties hereto and thereto have pro rata piggy-back registration rights. In connection with a registration to be effected pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights2, pro rata among the holders of such securities according to Selling Holders shall enter into the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company same underwriting agreement as shall GCI and the other holders selling security holders, if any, provided that such underwriting agreement contains representations, warranties and agreements on the part of the CompanySelling Holders that are not substantially different from those customarily made by selling-security holders in underwriting agreements with respect to secondary distributions. If, at any time after giving notice of GCI's intention to register any of its securities (including under this Section 2 and prior to the Securityholders) who have rights to be included effective date of the registration statement filed in connection with such registration, request GCI shall determine for any reason not to be included in register such registration and the managing underwriter securities, GCI may, at its election, give notice of such offering shall advise determination to Holder and thereupon will be relieved of its obligation to register the Company and the holders requesting inclusion Registrable Shares in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of connection with such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto.

Incidental Registration. a. The Company covenants If at any time prior to the date that all Registrable Securities have been registered (and agrees with the Securityholders that in the event provided that the Company has not already registered the Registrable Securities for 120 days), the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to registration statements in connection with the Shelf Registration, or a Registration Statement on Form S-4 or Form S-8 S-8, or any successor or similar forms), whether or not form substituting therefor) with respect to an offering of any class of security by the Company for its own accountaccount or for the account of any of its security holders, then the Company shall give written notice of such proposed filing to all Securityholders promptly the holders of the Registrable Securities as soon as practicable (and but in any no event at least twenty (20) less than thirty days before the anticipated filing date). Such , and such notice shall offer to such Securityholders, together with others who have similar rights, holders the opportunity to include in such registration statement register such number of Registrable Securities as they each such holder may request. Each holder of Registrable Securities desiring to have its Registrable Securities registered under this subsection 5(c) shall so advise the Company in writing within 20 days after the date of receipt of such notice from the Company (which request shall set forth the number of Registrable Securities for which registration is requested). The Company shall consult with, and to the extent determined include in such Registration Statement all such Registrable Securities so requested to be nondetrimental included therein, and, if such registration is an Underwritten Registration, the Company shall use its reasonable good faith best efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) or underwriters to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of Registration Statement for such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering (on behalf the same terms and conditions as similar securities of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rightsto the extent appropriate); provided, pro rata among however, that if the managing underwriter or underwriters of such offering deliver a written opinion to the holders of such securities according to Registrable Securities that the total number of securities requested to be included by each such holder requesting inclusion therein. b. In that the event that a holder or Company, the holders of the Company's securities (Registrable Securities, or such other than a Securityholder or Securityholders) requests, pursuant persons propose to rights granted to include in suc offering is such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders success of the Company's securities (including the Securityholders) who have rights to offering would be included in such registration, request to be included in such registration materially and the managing underwriter of such offering shall advise the Company and the holders requesting adversely affected by inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in included, then the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in offered for the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all accounts of the securities requested to be included therein by the holder or holders making the initial request for the registrationCompany, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such Registrable Securities and other holders registering securities according pursuant to the number of securities requested to registration rights shall be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto.allocated as follows:

Incidental Registration. a. The Company covenants and agrees with the Securityholders that in the event that the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not for its own account, then the Company shall give written notice of such proposed filing to all Securityholders promptly (and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Registrable Securities as they may request. The Company shall consult with, and to the extent determined to be nondetrimental use its reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto.. 10.3

Incidental Registration. a. The Company covenants and agrees with the Securityholders Each time that in the event that the Company GCI proposes after the Date of Grant to file a registration statement under the Securities Act with respect to register any of its equity securities under the Securities Act (other than pursuant a registration effected solely to registration statements on Form S-4 implement an employee benefit or Form S-8 stock option plan or to sell shares obtained under an employee benefit or stock option plan or a transaction to which Rule 145 or any successor or other similar formsrule of the Commission under the Securities Act is applicable), whether or not for its own account, then the Company shall GCI will give written notice to the Holders of its intention to do so. Each of the Selling Holders may give GCI a written request to register all or some of its Registrable Shares in the registration described in GCI's written notice as set forth in the foregoing sentence, provided that such proposed filing to all Securityholders promptly (and in any event at least written request is given within twenty (20) days before the anticipated filing date)after receipt of any such GCI notice. Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Registrable Securities as they may request. The Company shall consult with, and to the extent determined to be nondetrimental use its reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: request will state (i) first, the securities amount of Registrable Shares to be disposed of and the Company proposes to include thereinintended method of disposition of such Registrable Shares, and (ii) secondany other information GCI reasonably requests to properly effect the registration of such Registrable Shares. Upon receipt of such request, GCI will use its best efforts promptly to cause all such Registrable Securities requested Shares intended to be disposed of to be registered under the Securities Act so as to permit their sale or other disposition (in accordance with the intended methods set forth in the request for registration), unless the sale is a firmly underwritten public offering and GCI determines reasonably and in good faith in writing that the inclusion of such securities would adversely affect the offering or materially increase the offering's costs. In which case such securities and all other securities to be registered, other than those to be offered for GCI's account, shall be excluded to the extent GCI determines. The number of secondary shares included in such registration shall be shared pro rata by Securityholders all security holders based upon the amount of GCI's securities requested by such security holders to be sold thereunder. GCI's obligations under this Section 2 shall apply to a registration to be effected for securities to be sold for GCI's account as well as a registration statement which includes securities to be offered for the account of other holders of GCI equity securities; however, the registration rights granted pursuant to the provisions of this Section 2 are subject to the registration rights granted by GCI pursuant to (a) the Registration Rights Agreement dated as of January 18, 1991, between GCI and WestMarc Communications, Inc.; (b) the Registration Rights Agreements dated as of March 31, 1993, and , 1996, both between GCI and MCI Telecommunications Corporation; (c) the Registration Rights Agreement dated as of , 1996, between GCI and the owner of Prime Cable of Alaska, L.P.; and (d) the Registration Rights Agreement dated as of , 1996, between GCI and the owners of Alaska Cablevision, Inc. In connection with a registration to be effected pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights2, pro rata among the holders of such securities according to Selling Holders shall enter into the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company same underwriting agreement as shall GCI and the other holders selling security holders, if any, provided that such underwriting agreement contains representations, warranties and agreements on the part of the CompanySelling Holders that are not substantially different from those customarily made by selling security holders in underwriting agreements with respect to secondary distributions. If, at any time after giving notice of GCI's intention to register any of its securities (including under this Section 2 and prior to the Securityholders) who have rights to be included effective date of the registration statement filed in connection with such registration, request GCI shall determine for any reason not to be included in register such registration and the managing underwriter securities, GCI may, at its election, give notice of such offering shall advise determination to Holders and thereupon will be relieved of its obligation to register the Company and the holders requesting inclusion Registrable Shares in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of connection with such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto.

Incidental Registration. a. The (a) Subject to Section 3(b) below, the Company covenants and ------------ agrees with the Securityholders that in the event that the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to any of its equity securities Common Stock (other than pursuant to registration statements on Form S-4 or Form S-8 or any successor or similar formsforms and other than registrations pursuant to Section 2 hereof), --------- whether or not for its own account, then the Company shall give written notice of such proposed filing to all Securityholders of the Investors promptly (and in any event at least twenty thirty (2030) days before the anticipated filing date). Such notice shall offer to such Securityholdersthe Investors, together with others who have similar rights, the opportunity to include in such registration statement such number of Registrable Securities as they may requestrequest (whether or not the Registrable Securities have been included in a shelf registration statement). The Company shall consult with, direct and to the extent determined to be nondetrimental use its reasonable good faith best efforts to cause the managing underwriter of a any proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than the Common Stock and the managing underwriter has advised the Company in writing that, in its viewopinion, the inclusion in such offering of Common Stock could would materially adversely affect the distribution of such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing If the offering of which the Company gives notice is a public offering involving an underwriter, the right of an Investor to distribute registration pursuant to this Section ------- 3(a) shall be conditioned upon (i) such Investor's participation in such ---- underwriting and the inclusion of the Registrable Securities through to be sold by such Investor in the underwriting shall enter into and (ii) such Investor executing an underwriting agreement in entered into by the Company which includes customary form with the representative terms and conditions relating to sales by shareholders, but containing representations and warranties limited solely to ownership of the underwriter or underwritersRegistrable Securities, the right to transfer the Registrable Securities, and customary representations regarding material misstatements in information supplied by the holders of Registrable Securities and included in the registration statement. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders Investors in writing that, in its viewopinion, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registrationdistribution, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included reduced in the following order: (i) first, Registrable Securities and, to the extent consistent with registration rights already afforded to holders of such other securities, such other securities requested to be included by holders of such other securities shall be excluded pro rata based upon the Company proposes number sought to include thereinbe included in the Company's registration statement, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to therein shall be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoexcluded.

Incidental Registration. a. The Company covenants If at any time prior to the date that all Registrable Securities have been registered (and agrees with the Securityholders that in the event provided that the Company has not already registered the Registrable Securities for 120 days), the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to registration statements in connection with the Shelf Registration or a Registration Statement on Form S-4 or Form S-8 S-8, or any successor or similar forms), whether or not form substituting therefor) with respect to an offering of any class of security by the Company for its own accountaccount or for the account of any of its security holders, then the Company shall give written notice of such proposed filing to all Securityholders promptly the holders of the Registrable Securities as soon as practicable (and but in any no event at least twenty (20) less than thirty days before the anticipated filing date). Such , and such notice shall offer to such Securityholders, together with others who have similar rights, holders the opportunity to include in such registration statement register such number of Registrable Securities as they each such holder may request. Each holder of Registrable Securities desiring to have its Registrable Securities registered under this subsection 5(c) shall so advise the Company in writing within 20 days after the date of receipt of such notice from the Company (which request shall set forth the number of Registrable Securities for which registration is requested). The Company shall consult with, and to the extent determined include in such Registration Statement all such Registrable Securities so requested to be nondetrimental included therein, and, if such registration is an Underwritten Registration, the Company shall use its reasonable good faith best efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) or underwriters to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of Registration Statement for such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering (on behalf the same terms and conditions as similar securities of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rightsto the extent appropriate); provided, pro rata among however, that if the managing underwriter or underwriters of such offering deliver a written opinion to the holders of such securities according to Registrable Securities that the total number of securities requested to be included by each such holder requesting inclusion therein. b. In that the event that a holder or Company, the holders of the Company's securities (Registrable Securities, or such other than a Securityholder or Securityholders) requests, pursuant persons propose to rights granted to include in suchoffering is such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders success of the Company's securities (including the Securityholders) who have rights to offering would be included in such registration, request to be included in such registration materially and the managing underwriter of such offering shall advise the Company and the holders requesting adversely affected by inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in included, then the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in offered for the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all accounts of the securities requested to be included therein by the holder or holders making the initial request for the registrationCompany, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such Registrable Securities and other holders registering securities according pursuant to the number of securities requested to registration rights shall be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto.allocated as follows:

Incidental Registration. a. During the Registration Period, each holder of Registrable Securities will have a right to have its Registrable Securities included in registration statements filed by the Company on general registration forms under the Securities Act, except as otherwise provided herein. The Company covenants and agrees with will notify each such holder in writing (the Securityholders that in "Company Notice") promptly after making the event that the Company proposes after the Date of Grant decision to file a registration statement under the Securities Act with respect to any the proposed sale of its the Company's equity securities (other than pursuant except with respect to registration statements filed on Form Forms S-4 or Form S-8 or any successor or such others in similar formsform then in effect under the Securities Act), whether or not for its own account, then specifying in the Company shall give written notice Notice the form of such proposed filing to all Securityholders promptly (and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rightsregistration statement, the opportunity number of shares of securities the Company proposes to register, the name of the managing underwriter or underwriters (if any) and the general terms and conditions of the proposed registration and sale. Subject to Section 1.6 and the remainder of this Section 1.1, if requested by any holder of Registrable Securities in a writing (the "Investor Notice"), delivered to the Company not later than 30 days after the Company gives the Company Notice, to include in such registration statement such number of Registrable Securities as they may request. The (the "Requested Shares"), the Company shall consult withwill use its best efforts to include the Requested Shares in the registration statement, and to and, if the extent determined proposed sale is to be nondetrimental use its reasonable good faith efforts underwritten, to cause the managing underwriter underwriters of a proposed underwritten offering (unless securities to be sold by the offering is Company in such registration statement to purchase such Requested Shares. In the event that any registration pursuant to this Section 1.1 shall be an underwritten offering of a class securities of the Company's equity securities other than , any request by such holders pursuant to this Section 1.1 to register the Requested Shares, may, but need not, specify that such shares are to be included in the underwriting on the same terms and conditions as the securities, if any, otherwise being sold through underwriters under such registration. In the event of an underwritten offering by the Company, such notice shall also specify as to whether such holder of Registrable Securities desires that any of such Requested Shares to be included in any such registration statement be subject to any over-allotment option granted the underwriters of such offering. No holder shall be required to have its Requested Shares be part of any underwritten offering and/or subject to any over-allotment option granted any underwriter by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters shall inform the Company of its opinion, at least 15 days prior to the date that the registration statement becomes effective, that part or all the Requested Shares be excluded from the registration statement on the ground that the inclusion of such Requested Shares will materially adversely affect the orderly sales and distribution of the Common Stock being sold, the Company shall include first all securities to be sold by the Company for its own account, second, Requested Shares and last all securities to holders which have the right to require that their securities be included in the registration, all on a pro rata basis. If the underwriters agree to purchase any of the Requested Shares beneficially owned by any holder who has agreed that such Requested Shares shall be sold pursuant to the underwritten offering or pursuant to the exercise of any over-allotment option as described above, such holders will enter into an underwriting agreement with the underwriters and will sell such Requested Shares to the underwriters unless, and except to the extent that, upon written notice to the Company and the managing underwriter has advised or underwriters at least two days prior to the Company in writing thateffective date of the registration statement, in its viewany such holder withdraws any portion of such Requested Shares. If the underwriters elect to purchase less than all the Requested Shares beneficially owned by holders who have agreed that such Requested Shares shall be sold pursuant to the underwritten offering or pursuant to the exercise of any over-allotment option, the inclusion underwriters shall purchase such Requested Shares on a pro rata basis among the Requested Shares that were included in such offering of Common Stock could materially adversely affect such offering) to permit the timely requests from holders of Registrable Securities under this subsection and the Requested Shares requested to be included in the registration statement by other stockholders holding registration rights and who have requested that such shares be sold pursuant to include such Registrable Securities in the proposed underwritten offering and or pursuant to the exercise of an over-allotment option. Notwithstanding the foregoing, the Company shall use its reasonable best efforts may withdraw any registration statement referred to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested 1 without any liability to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoSecurities.

Incidental Registration. a. The Company covenants and agrees with (a) If, during the Securityholders that in the event that Registration Period, the Company proposes after the Date to register shares of Grant to file a registration statement Common Stock or securities convertible into or exercisable for Common Stock under the Securities Act with respect to any of its equity securities (other than pursuant to a registration statements statement on Form S-4 or Form S-8 or any successor form, or similar forms), filed in connection with an exchange offer or an offering of securities solely to the existing shareholders or employees of the Company,) whether or not for sale for its own accountaccount or for the account of any other person holding registration rights with respect to the securities of the Company, then the Company shall give written notice of such proposed filing to all Securityholders promptly (and in any event the holders of Registrable Stock at least twenty (20) days before the anticipated filing date). Such , and such notice shall offer to such Securityholders, together with others who have similar rights, the holders of Registrable Stock the opportunity to include in such registration statement register such number of shares of Registrable Securities Stock as they the holders of Registrable Stock may request. The Company shall consult with, and to the extent determined to be nondetrimental use its reasonable good faith best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration Stock to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing ; provided, however, that if the managing underwriter or underwriters of such offering delivers an opinion to distribute the holders of Registrable Securities through Stock that the total amount or kind of securities which it or the Company, and any other persons or entities, intend to include in such underwriting shall enter into an underwriting agreement in customary form with offering is such as to materially and adversely affect the representative success of such offering, then the amount or kind of securities to be offered for the accounts of each of the underwriter holders of Common Stock or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate securities convertible into or exercisable for such a transaction, Common Stock proposed to be registered (other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and any persons exercising demand registration rights) shall be reduced or limited in proportion to their respective values to the Securityholders in writing that, in its view, extent necessary to reduce the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate total amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten such offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included amount recommended by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion thereinunderwriter. For purposes of this Section 10.2(b)4.3, value shall mean principal amount with respect to debt securities and the proposed offering price per share with respect to equity securities. Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register Common Stock or other securities convertible into or exercisable for Common Stock and prior to the effectiveness of the registration statement filed in connection with such registration, the Company agrees determines for any reason either not to request effect such registration or to delay such registration, the Company may, at its election, by delivery or written notice to the holders of Registrable Stock, (i) in the case of a determination not to effect registration, relieve itself of its obligations to register any Registrable Stock in connection with such registration, or (ii) in the case of determination to delay the registration, delay the registration of such Registrable Stock for inclusion the same period as the delay in the registration only that number of such other shares of Common Stock or other securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoconvertible into or exercisable for Common Stock.

Incidental Registration. a. The Company covenants and agrees with If at any time during the Securityholders that in five year period following the event that Closing Date, the Company proposes after the Date of Grant to file a registration statement under the Securities Act with respect to any of its equity securities (other than pursuant to registration statements in connection with the Shelf Registration, a Demand Registration or a Registration Statement on Form S-4 or Form S-8 S-8, or any form that is substituting therefor or is a successor or similar forms), whether or not thereto) with respect to an offering of any class of security by the Company for its own accountaccount or for the account of any of its security holders, then the Company shall give written notice of such proposed filing to all Securityholders promptly Purchasers as soon as practicable (and but in any no event at least twenty (20) less than thirty days before the anticipated filing date). Such , and such notice shall (i) offer to such Securityholders, together with others who have similar rights, each Purchaser the opportunity to include in such registration statement register such number of Registrable Securities as they it may requestrequest and (ii) describe such securities and specifying the form and manner and other relevant facts involved in such proposed registration (including, without limitation, (x) whether or not such registration will be in connection with an Underwritten Offering and, if so, the identity of the managing underwriter and whether such Underwritten Offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the like) at which the Registrable Securities are reasonably expected to be sold, if such disclosure is acceptable to the managing underwriter). Each Purchaser shall advise the Company in writing within twenty (20) days after the date of receipt of such notice from the Company of the number of Registrable Securities for which registration is requested. The Company shall consult with, and to the extent determined include in such Registration Statement all such Registrable Securities so requested to be nondetrimental included therein, and, if such registration is an Underwritten Registration, the Company shall use its commercially reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) or underwriters to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with statement for such offering to be included (on the same terms and conditions as similar securities being registered by of the Company could materially adversely affect included therein to the distribution extent appropriate); provided, however, that if the managing underwriter or underwriters of such securities by increasing offering deliver a written opinion to each Participating Purchaser that either because of (i) the aggregate amount of the offering in excess of the maximum amount kind of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) firstPurchasers, the securities the Company proposes Company, or any other Persons intend to include therein, and in such offering or (ii) secondthe size of the offering which such Purchasers, the Company, or such other Persons intend to make, the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included included, then (A) in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders the size of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that offering is the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter basis of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its managing underwriter's opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request offered for the registration, account of each Participating Purchaser and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other holders registering securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto.the

Incidental Registration. a. During the Registration Period, each holder of Registrable Securities will have a right to have its Registrable Securities included in registration statements filed by the Company on general registration forms under the Securities Act, except as otherwise provided herein. The Company covenants and agrees with will notify each such holder in writing (the Securityholders that in "Company Notice") promptly after making the event that the Company proposes after the Date of Grant decision to file a registration statement under the Securities Act with respect to any the proposed sale of its the Company's equity securities (other than pursuant except with respect to registration statements filed on Form Forms S-4 or Form S-8 or any successor or such others in similar formsform then in effect under the Securities Act), whether or not for its own account, then specifying in the Company shall give written notice Notice the form of such proposed filing to all Securityholders promptly (and in any event at least twenty (20) days before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rightsregistration statement, the opportunity number of shares of securities the Company proposes to register, the name of the managing underwriter or underwriters (if any) and the general terms and conditions of the proposed registration and sale. Subject to Section 1.6 and the remainder of this Section 1.1, if requested by any holder of Registrable Securities in a writing (the "Investor Notice"), delivered to the Company not later than 30 days after the Company gives the Company Notice, to include in such registration statement such number of Registrable Securities as they may request. The (the "Requested Shares"), the Company shall consult withwill use its best efforts to include the Requested Shares in the registration statement, and to and, if the extent determined proposed sale is to be nondetrimental use its reasonable good faith efforts underwritten, to cause the managing underwriter underwriters of a proposed underwritten offering (unless securities to be sold by the offering is Company in such registration statement to purchase such Requested Shares. In the event that any registration pursuant to this Section 1.1 shall be an underwritten offering of a class securities of the Company's equity securities other than Common Stock and , any request by such holders pursuant to this Section 1.1 to register the managing underwriter has advised the Company in writing thatRequested Shares, in its viewmay, the inclusion in but need not, specify that such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested shares are to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to include such Registrable Securities in such proposed offering underwriting on the same terms and conditions as any similar securities the securities, if any, otherwise being sold through underwriters under such registration. In the event of an underwritten offering by the Company included therein. All Securityholders proposing Company, such notice shall also specify as to distribute whether such holder of Registrable Securities through desires that any of such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested Requested Shares to be included in any such registration statement be subject to any over-allotment option granted the underwriters of such offering. No holder shall be required to have its Requested Shares be part of any underwritten offering and/or subject to any over-allotment option granted any underwriter by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters shall inform the Company of its opinion, at least 15 days prior to the date that the registration concurrently with statement becomes effective, that part or all the securities being registered by Requested Shares be excluded from the Company could registration statement on the ground that the inclusion of such Requested Shares will materially adversely affect the orderly sales and distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to Common Stock being sold, the Company or the securityholders initiating such registration, then the shall include first all securities to be included in a registration which is a primary underwritten offering on behalf of sold by the Company shall be included for its own account and all shares of Class A Common Stock, if any, that are held by holders of Allowed Claims in Class 6 (as such terms defined in the following order: (iPlan) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested that are required to be included in such registration by Securityholders statement pursuant to this Section 10.2 together with all the Plan; second, Requested Shares; and last, securities held by other persons that have the right to require that their securities requested to be included therein by holders having registration rightsin the registration, in each case, on a pro rata among basis. If the holders underwriters agree to purchase any of the Requested Shares beneficially owned by any holder who has agreed that such securities according Requested Shares shall be sold pursuant to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder underwritten offering or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted the exercise of any over-allotment option as described above, such holders will enter into an underwriting agreement with the underwriters and will sell such Requested Shares to such holder or holdersthe underwriters unless, that and except to the Company file a registration statement for the public offering of securities and extent that, upon written notice to the Company and the other holders managing underwriter or underwriters at least two days prior to the effective date of the Company's securities (including registration statement, any such holder withdraws any portion of such Requested Shares. If the Securityholders) underwriters elect to purchase less than all the Requested Shares beneficially owned by holders who have rights agreed that such Requested Shares shall be sold pursuant to be included in such registration, request the underwritten offering or pursuant to be included in such registration and the managing underwriter exercise of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinionany over-allotment option, the distribution of underwriters shall purchase such Requested Shares on a specified portion of pro rata basis among the securities requested to be Requested Shares that were included in the registration could materially adversely affect timely requests from holders of Registrable Securities under this subsection. Notwithstanding the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution thenforegoing, the securities Company may withdraw any registration statement referred to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested 1 without any liability to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant theretoRegistrable Securities.