Common use of Incidental Registration Clause in Contracts

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Act in connection with the proposed offer and sale for money of any of its Common Stock by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed by the commission, the Company will give written notice of its determination to all Holders of Shares and Registrable Securities. Upon the written request of a Holder of any Shares and Registrable Securities given within fifteen (15) days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securities, the Holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money of any of its Common Stock by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed by the commissionholders, the Company will give written notice of its determination to all Holders record holders of Shares and Registrable SecuritiesWarrant Shares. Upon the written request of a Holder record holder of any Warrant Shares and Registrable Securities given within fifteen (15) days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable SecuritiesWarrant Shares, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Warrant Shares to be so registered; provided, however, that (a) all such Warrant Shares to be so registered shall be converted into Common Stock prior to sale pursuant to such registration statement; (b) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (bc) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that the Registrable Securities Warrant Shares requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Warrant Shares originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities Warrant Shares otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holdersholders, shall be withheld from the market by the Holders holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each time If the Company shall determine at any time (other than pursuant to proceed with the actual preparation and filing of a registration statement under the Act in connection with the proposed offer and sale for money of Section 3 or Section 5) proposes to register any of its Common Stock by it securities under the Securities Act for sale to the public, whether for its own account or any for the account of its other security holders or both (other than a except with respect to registration statement statements on From S-4 Forms X-0, X-0 or S-8) or any other successor forms prescribed by another form not available for registering the commissionRegistrable Shares for sale to the public), the Company each such time it will give written notice to all holders of outstanding Registrable Shares of its determination intention so to all Holders of Shares and Registrable Securitiesdo. Upon the written request of a Holder of any Shares and Registrable Securities given such holder, received by the Company within fifteen (15) 30 days after receipt the giving of any such notice from by the Company, to register any of its Registrable Shares, the Company will, except will use its commercially reasonable efforts to cause the Registrable Shares as herein provided, cause all such Registrable Securities, the Holders of to which registration shall have been so requested registration thereof, to be included in such the securities to be covered by the registration statementstatement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the prospective seller holder of such Registrable Shares so registered. In the event that any registration pursuant to this Section 4 shall be, in whole or sellers in part, an underwritten public offering of Common Stock, the number of shares (including Registrable Shares) to be included in such underwriting may be reduced, if and to the extent that the managing underwriter is of the Registrable Securities to be so registered; provided, however, opinion that (a) nothing herein shall prevent such inclusion would adversely affect the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price marketing of the securities to be sold by the CompanyCompany therein; provided, however, that any such reductions shall be made only in the Company shall promptly complete the registration for the benefit of following manner: first, those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after shares that are not Registrable Shares (excluding those shares that the Company has decided not proposed to proceed. If any registration pursuant be registered) may be removed from the underwriting to this Section shall the extent necessary to satisfy such marketing limitation; second, if additional shares need to be underwritten removed from the underwriting to satisfy such marketing limitation, then Registrable Shares resulting from the conversion of shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (including Warrant Exercise Shares) may be removed from the underwriting (pro rata based on the number of such shares that had been designated for inclusion in whole or in partthe underwriting by each holder thereof) to the extent necessary to satisfy such marketing limitation ;and third, , if additional shares need to be removed from the underwriting to satisfy such marketing limitation, then those shares that the Company has proposed to be registered may require be removed from the underwriting to the extent necessary to satisfy such marketing limitation; and further provided, however, that in no event may fewer than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Securities requested for inclusion pursuant Shares unless the managing underwriter shall in good faith advise the holders thereof proposing to this Section distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares which, in its opinion, can be included in the registration and underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of without such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offeringan effect.

Incidental Registration. Each time If the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Act in connection with the proposed offer and sale Company, for money of any of its Common Stock by it itself or any of its security holders other than pursuant to a Requested Registration, at any time after the first anniversary of the date hereof and through the fifth anniversary hereof, undertakes to effect a registration under the Securities Act of the offering and sale of any shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other Persons providing services to, the Company or any subsidiary of the Company pursuant to an employee or similar benefit plan or (ii) in connection with to a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or similar or successor forms promulgated by the Commission), then on each such occasion the Company shall notify each Holder of such undertaking at least 30 days prior to the filing of a registration statement on From S-4 or S-8) or any other successor forms prescribed by the commissionrelating thereto. In such event, the Company will give written notice of its determination to all Holders of Shares and Registrable Securities. Upon upon the written request of a any Holder of any Shares and Registrable Securities given within fifteen (15) 20 days after the receipt of any such notice from the Companynotice, subject to Section 2.2(b), the Company will, except shall use its best efforts as herein provided, soon as practicable thereafter to cause all any Registrable Securities specified by such Registrable Securities, the Holders of which have so requested registration thereof, Holder to be included in such registration statementstatement (an "Incidental Registration"). If a Holder desires to include less than all Registrable Securities held by it in any Incidental Registration, all then such Holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent Incidental Registration upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any Incidental Registration initiated by it under this Section 2.3 prior to the extent requisite effectiveness of such registration, whether or not any Holder has elected to permit the sale or other disposition by the prospective seller or sellers of the include Registrable Securities to in such Incidental Registration. The Registration Expenses of such terminated or withdrawn registration shall be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred borne by the Company as the result of such registration after the Company has decided not to proceedin accordance with Section 2.4. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.b)

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money of any of its Common Stock by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed by the commissionholders, the Company will give written notice of its determination to all Holders of Shares and Registrable Securitieshereunder. Upon the written request of a Holder of any Shares and Registrable Securities given within fifteen (15) days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable SecuritiesOption Shares, the record Holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Option Shares to be so registered; provided, however, that (a) all such Option Shares to be so registered shall be converted into Common Stock prior to sale pursuant to such registration statement; (b) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (bc) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that the Registrable Securities Option Shares requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Option Shares originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities Option Shares otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each If at any time the Company shall determine proposes to proceed with the actual preparation and filing register any of a registration statement its securities under the Act in connection with the proposed offer and sale on a registration form usable for money of any of its Common Stock by it or any of its security holders resales generally (other than a registration statement on From S-4 Form S-8 or S-8) or any other successor forms prescribed form similar thereto relating to employee benefit plans hereinafter adopted by the commissionSecurities and Exchange Commission), the Company it will give written notice notice, at least thirty (30) days prior to the filing of any such registration statement, to the Holder of this Warrant and to all other holders of Warrants and/or Warrant Shares of its determination intention to all Holders do so. If 51% of the outstanding holders of Warrant and/or Warrant Shares and Registrable Securities. Upon notify the written request of a Holder of any Shares and Registrable Securities given Company within fifteen twenty (1520) days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securities, the Holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not desire to proceed. If any registration pursuant to this Section shall be underwritten include their Warrant Shares, in whole or in part, in such proposed registration statement, the Company may require that shall use its best efforts to afford such holders the Registrable Securities requested for inclusion opportunity to have their Warrant Shares registered under such registration statement. Notwithstanding the foregoing, the Company shall not be required to include any Warrants and/or Warrant Shares in any registration statement relating to an underwritten public offering. Notwithstanding the provisions of this Section 5.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section be included in the underwriting on 5.2 (irrespective of whether a written request for inclusion of Warrant Shares shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same terms and conditions as after the securities otherwise being sold through the underwritersfiling thereof. If in the good faith judgment of the managing underwriter of In addition, if such registration statement relates to an underwritten public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce and the number of shares to be offered is reduced by the Company or interfere underwriter(s) subsequent to the initial filing thereof with the successful marketing of the shares of stock offered by the CompanySecurities and Exchange Commission, the number of Registrable Securities otherwise Warrant Shares to be included in the underwritten public offering may registered under such registration statement will be reduced pro rata among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offeringPro rata.

Incidental Registration. (a) Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed a form that does not permit the inclusion of shares by its security holders, but including a registration statement being prepaid and filed at the commissionrequest of holders of Registrable Securities pursuant to Section 1.1 hereof), the Company will give written notice of its determination to all Holders holders of Shares and Registrable SecuritiesSecurities (other than any such holders who have been afforded the opportunity to include all of their Registrable Securities in such registration statement pursuant to the exercise of demand registration rights under Section 1.1 hereof). Upon the written request of a Holder holder of any Shares and Registrable Securities given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein hereinafter provided, cause all such Registrable Securities, the Holders holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission SEC and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 40,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed a form that does not permit the inclusion of shares by the commissionits security holders), the Company will give written notice of its determination to all Holders Digi. If the registration which is the subject of Shares and Registrable Securitiesthe notice to Digi by the Company would result in the Company's first registration of securities under the Securities Act, Digi shall have the right to defer filing such registration for a period of not more than twelve (12) months after Digi's receipt of the Company's notice. Upon the written request of a Holder of any Shares and Registrable Securities Digi given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securities, the Holders of Conversion Stock for which have so Digi has requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers Digi of the Registrable Securities to be so registeredsuch Conversion Stock; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, and if Digi so requests the Company shall promptly complete the registration for the Digi's benefit of those selling security holders who wish to proceed with a public offering of their securities and who Digi shall bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section 10.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Conversion Stock requested for inclusion pursuant to this Section 10.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If In the event that the Conversion Stock requested for inclusion pursuant to this Section 10.2 would constitute more than 25% of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Conversion Stock originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities Conversion Stock otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Companyreduced. Those securities Conversion Stock which are is thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, offering shall be withheld from the market by the Holders thereof Digi for a period, period not to exceed one hundred eighty (180) 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each Prior to December 31, 2002, each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed a form that does not permit the inclusion of shares by the commissionits security holders), the Company will give written notice of its determination to all Holders of Shares and Registrable SecuritiesDigi. Upon the written request of a Holder of any Shares and Registrable Securities Digi given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securities, the Holders of Conversion Stock for which have so Digi has requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers Digi of the Registrable Securities to be so registeredsuch Conversion Stock; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section 11.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Conversion Stock requested for inclusion pursuant to this Section 11.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all or any portion of the Registrable Securities Conversion Stock originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities Conversion Stock otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Companyreduced. Those securities Conversion Stock which are is thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, offering shall be withheld from the market by the Holders thereof Digi for a period, not period of up to exceed one hundred eighty (180) 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of file a registration statement under the Securities Act (other than on Form S-8) in connection with the proposed offer and sale for money of any of its Common Stock securities by it or by any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed by the commissionholders, the Company will give written notice of its determination to all Holders holders of Shares and Registrable SecuritiesStock at least ten (10) days prior to the filing of such registration statement. Upon the written request of a Holder holder of any Shares and Registrable Securities given Stock, within fifteen ten (1510) days after receipt of any such the above-described notice from the Company, the Company will, except as herein provided, will cause all such Registrable SecuritiesStock, the Holders holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Stock to be so registered; provided, however, that (a) nothing herein shall prevent registered in accordance with the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if terms of the Company determines not to proceed with a registration after proposed offering. If the registration statement has been filed with the Commission and the Company's decision not is to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Companycover an underwritten distribution, the Company shall promptly complete the registration for the benefit of those selling security holders who wish use its best efforts to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that cause the Registrable Securities Stock requested for inclusion pursuant to this Section 3.4(b) to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in In the good faith judgment event of a firm commitment underwriting, if the managing underwriter of such public offering the inclusion shall advise holders in writing that, in its good faith opinion, distribution of all a specified portion of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise securities requested to be included in the underwritten public registration statement would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering may be reduced pro rata among in excess of the Holders thereof requesting maximum amount of securities which such registration to a number that the managing underwriter believes will not adversely affect can reasonably be sold in the sale contemplated distribution, then the securities to be included in the registration shall be included in the following order: (1) first, the securities the Company proposes to include in the underwritten offering, (2) second, Registrable Stock requested to be included in such registration by holders of Registrable Stock, on a pro rata basis, and (3) third, all other shares of securities requested to be included by any other security holder of the Company. Those securities The Company shall maintain the effectiveness of any such registration statement until the date which are thus excluded from is the underwritten later to occur of (i) the expiration of any such public offering, and any other Common Stock owned by such Holders, shall be withheld (ii) twelve (12) months from the market date that any such registration statement is declared effective by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offeringCommission.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement statements on From S-4 or S-8) or any other successor forms prescribed that do not permit the inclusion of shares by the commissionCompany's security holders), the Company will give written notice of its determination to all Holders record holders of Shares Purchased Stock not theretofore registered under the Securities Act and Registrable Securitiessold. Upon the written request of a Holder record holder of any Shares and Registrable Securities shares of Purchased Stock given within fifteen (15) 30 days after receipt the date of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesshares of Purchased Stock, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Purchased Stock to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. Notwithstanding the foregoing, the Company shall not be in default of its obligation to include the Purchased Stock in a registration if such registration is being made at the request of the holders of Series B Preferred Stock, Series B Conversion Stock, the 1998 Warrants and the 1998 Warrant Stock pursuant to the 1998 Agreement, Series C Preferred Stock and the Series C Conversion Stock pursuant to the 2000 Agreement and the Purchased Stock is excluded from such registration pursuant to the terms of the 1998 Agreement or the 2000 Agreement. If any registration pursuant to this Section 10.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Purchased Stock requested for inclusion pursuant to this Section 10.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Purchased Stock originally covered by a request for registration and all other Securities originally covered by a request for registration pursuant to the 1998 Agreement or the 2000 Agreement would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable shares of Purchased Stock and such other Securities otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Holders holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Companyregistration. Those securities shares of Purchased Stock which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, offering shall be withheld from the market by the Holders holders thereof for a period, not to exceed one hundred eighty (180) 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed a form that does not permit the inclusion of shares by the commissionits security holders), the Company will give written notice of its determination to all Holders record holders of Shares Purchased Stock not theretofore registered under the Securities Act and Registrable Securitiessold no later than 30 days prior to the filing of a registration statement with the Commission. Upon the written request of a Holder record holder of any Shares and Registrable Securities shares of Purchased Stock given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesshares of Purchased Stock, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Purchased Stock to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceedregistration. If any registration pursuant to this Section 9.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Purchased Stock requested for inclusion pursuant to this Section 9.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith reasonable judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Purchased Stock originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities shares of Purchased Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Holders holders thereof requesting such registration registration, provided, however, that after any such required reduction, the Purchased Stock to a be included in such offering shall constitute at least 25% of the total number that the managing underwriter believes will not adversely affect the sale of shares to be included in such offering. The rights granted by this Section 9.2 may be transferred to and are exercisable by subsequent transferees of any shares of Purchased Stock, except with respect to shares of Purchased Stock that have been registered under the Company. Those securities which are thus excluded from the underwritten public offering, Securities Act and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offeringsold.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement statements on From S-4 or S-8) or any other successor forms prescribed that do not permit the inclusion of shares by the commissionCompany's security holders), the Company will give written notice of its determination to all Holders record holders of Shares Purchased Stock not theretofore registered under the Securities Act and Registrable Securitiessold. Upon the written request of a Holder record holder of any Shares and Registrable Securities shares of Purchased Stock given within fifteen (15) 30 days after receipt the date of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesshares of Purchased Stock, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Purchased Stock to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. Notwithstanding the foregoing, the Company shall not be in default of its obligation to include the Purchased Stock in a registration if such registration is being made at the request of the holders of Series A Preferred Stock and Series A Conversion Stock pursuant to the 1996 Agreement, and the Preferred Stock is excluded from such registration pursuant to the terms of the 1996 Agreement. If any registration pursuant to this Section 10.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Purchased Stock requested for inclusion pursuant to this Section 10.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Purchased Stock originally covered by a request for registration and all other Securities originally covered by a request for registration pursuant to the 1996 Agreement would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable shares of Purchased Stock and such other Securities otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Holders holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Companyregistration. Those securities shares of Purchased Stock which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, offering shall be withheld from the market by the Holders holders thereof for a period, not to exceed one hundred eighty (180) 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each time the Company shall determine to ----------------------- proceed with the actual preparation and filing of a registration (other than on Form S-4 or Form S-8) statement under the Securities Act in connection with the proposed offer and sale for money of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed by the commissionholders, the Company will give written notice of its determination to all Holders of Shares and Registrable SecuritiesShareholders. Upon the written request of a Holder of any Shares and Registrable Securities Shareholder given within fifteen (15) 10 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable SecuritiesShares, the Holders Shareholders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Shares to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; , and (b) if the Company determines rights pursuant to this subsection 4(b) shall not apply to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price first filing of the securities to be sold by the Company, the Company shall promptly complete the a registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration statement after the Company has decided not date hereof except as to proceeda request to register up to 50,000 Shares made by Subsequent Holders. If any registration pursuant to this Section section shall be underwritten in whole or in part, the Company may require that the Registrable Securities Shares requested for inclusion pursuant to this Section section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Shares originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities Shares otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Companyregistration. Those securities Shares which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, offering shall be withheld from the market by the Holders holders thereof for a period, not to exceed one hundred eighty (180) 180 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each If, at any time during a three (3) year period commencing from the date hereof, the Company shall determine proposes to proceed with the actual preparation and filing of a registration statement under the Act in connection with the proposed offer and sale for money of register any of its Common Stock by it or under the Act for sale to the public (except with respect to registration statements on Forms X-0, X-0, any of its security holders (other than a registration statement on From S-4 or S-8) forms replacing such forms, or any other successor forms prescribed by form not available for registering the commissionRestricted Stock for sale to the public), the Company each such time it will give at least thirty (30) days written notice prior to the filing of any registration statement to all holders of outstanding Restricted Stock of its determination intention so to all Holders of Shares and Registrable Securitiesdo. Upon the written request of a Holder of any Shares and Registrable Securities such holder, given within fifteen (15) 15 days after receipt of any such notice from notice, to register any of that holder's Restricted Stock (which request shall state the Companyintended method of disposition thereof), the Company willwill use its best efforts, except at no cost or expense to such holder, other than payment of underwriting discounts or commissions, to cause the shares of Restricted Stock as herein provided, cause all such Registrable Securities, the Holders of to which registration shall have been so requested registration thereof, to be included in such the securities to be covered by the registration statementstatement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers holder (in accordance with its written request) of the Registrable Securities to be such Restricted Stock so registered; provided. No request shall be made under this Section 5 in connection with any registration of Common Stock in connection with a merger, however, that (a) nothing herein shall prevent business combination or asset or business acquisition transaction unless such transaction is accompanied by an offering through which the Company from, at any time, abandoning is seeking to obtain cash proceeds through the sale of Common Stock or delaying any such registration initiated by it; and (b) if other securities convertible or exercisable for Common Stock. In the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If event that any registration pursuant to this Section 5 shall be underwritten be, in whole or in part, the Company may require that the Registrable Securities requested for inclusion an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 5 to register shares of Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the an underwriting on the same terms and conditions as the securities shares of Common Stock otherwise being sold through the underwriters. If underwriters under such registration, or (ii) such Restricted Stock is to be sold in the good faith judgment open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. If, in connection with any registration under this Section 5, the managing underwriter underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Restricted Stock requested to be included in such registration, pro rata among the holders of such public offering Restricted Stock on the inclusion basis of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares requested to be offered registered by the Company or interfere with the successful marketing of the shares of stock offered by the Companyeach such holder, the number of Registrable Securities otherwise and (iii) third, other securities requested to be included in such registration. Notwithstanding anything to the contrary contained in this Section 5, in the event that there is a firm commitment underwritten public offering may of securities of the Company pursuant to a registration covering Restricted Stock and a selling holder of shares of Restricted Stock does not sell that holder's Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall refrain from selling any Restricted Stock whether or not registered pursuant to this Section 5 during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be reduced pro rata among the Holders thereof requesting entitled to sell its Restricted Stock in connection with such registration to a number that or otherwise commencing on the managing underwriter believes will not adversely affect 180th day after the sale effective date of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offeringregistration statement.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement statements on From S-4 or S-8) or any other successor forms prescribed that do not permit the inclusion of shares by the commissionCompany's security holders), the Company will give written notice of its determination to all Holders record holders of Shares Purchased Stock not theretofore registered under the Securities Act and Registrable Securitiessold. Upon the written request of a Holder record holder of any Shares and Registrable Securities shares of Purchased Stock given within fifteen (15) 30 days after receipt the date of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesshares of Purchased Stock, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Purchased Stock to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section 10.2 shall be underwritten in whole or in part, the Company may require require, subject to Section 10.3 hereof, that the Registrable Securities Purchased Stock requested for inclusion pursuant to this Section 10.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act of 1933 (the “Securities Act”) in connection with the proposed offer and sale for money of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) Form S-0, Xxxx X-0, or any other successor forms prescribed form that does not permit the inclusion of shares by the commissionits security holders), the Company will give written notice of its determination to all Holders of Shares and Registrable Securitiesthe Holder. Upon the a written request of a Holder of any Shares and Registrable Securities given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, use its best efforts to cause all such Registrable Securities, Securities that the Holders of which have Holder has so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; , and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with Securities and Exchange Commission (the Commission “Commission”) and the Company's ’s decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section 2.c. shall be underwritten in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If In the event that in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Registrable Securities otherwise to be included in the underwritten public offering may shall be reduced pro rata among to such amount as is deemed appropriate in the Holders thereof requesting such registration to a number that good faith judgment of the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offeringunderwriter.

Incidental Registration. (a) Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money of any of its Common Stock Securities by it or any of its security holders (other than a registration statement on From S-4 Form X-0, X-0 or S-8) or any other successor forms prescribed by the commissionlimited purpose form), the Company will give written notice of its determination to all Holders record holders of Shares and Registrable SecuritiesShares. Upon the written request of a Holder record holder of any Registrable Shares and Registrable Securities given within fifteen thirty (1530) days after receipt of any such notice from the Companynotice, the Company will, except as herein provided, cause all such Registrable SecuritiesShares, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Shares to be so registered; provided, however, that (ai) all Shares intended to be registered shall be converted prior to any sale pursuant to such registration statement; (ii) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (biii) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities securities; provided, however, that in such event, such registration shall be deemed a registration under Section 8.1(a) hereof; and who bear all expenses in excess of $25,000 incurred by provided further, that the Company as the result of shall be required to proceed with such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting only if such registration to a number that meets the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof criteria established for a period, not to exceed one hundred eighty (180registration upon demand as set forth in Section 8.1(a) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offeringhereof.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement statements on From S-4 or S-8) or any other successor forms prescribed that do not permit the inclusion of shares by the commissionCompany's security holders), the Company will give written notice of its determination to all Holders record holders of Shares Purchased Stock not theretofore registered under the Securities Act and Registrable Securitiessold. Upon the written request of a Holder record holder of any Shares and Registrable Securities shares of Purchased Stock given within fifteen (15) 30 days after receipt the date of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesshares of Purchased Stock, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Purchased Stock to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section 10.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Companyrequire, the number of Registrable Securities otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.subject to

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed a form that does not permit the inclusion of shares by the commissionits security holders), the Company will give written notice of its determination to all Holders record holders of Shares the Stock not theretofore registered under the Securities Act and Registrable Securitiessold. Upon the written request of a Holder record holder or holders representing 10% or more of any Shares and Registrable Securities the shares of the Stock given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesshares of the Stock, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite necessary to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Stock to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's ’s decision not to proceed is primarily based upon the anticipated public offering price of the securities Stock to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities Stock and who bear all expenses in excess of $25,000 incurred by the Company as the result of in connection with such registration after the Company has decided not to proceed. If any registration pursuant to this Section Paragraph 4.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Stock requested for inclusion pursuant to this Section Paragraph 4.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If In the event that the Stock requested for inclusion pursuant to this Paragraph 4.2 would constitute more than 25% of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Stock originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities shares of Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Holders holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Companyregistration. Those securities shares of Stock which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, offering shall be withheld from the market by the Holders holders thereof for a period, not to exceed one hundred eighty (180) 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each time the Company shall determine to ----------------------- proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money by the Company of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 Form X-0, X-0 or S-8) or any other successor forms prescribed by the commissionlimited purpose form), the Company will give written notice of its determination to all Holders record holders of Shares Warrants and Registrable SecuritiesWarrant Shares. Upon the written request of a Holder record holder of any Warrants or Warrant Shares and Registrable Securities given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable SecuritiesWarrant Shares, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Warrant Shares to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by itregistration; and (b) provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that the Registrable Securities Warrant Shares requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Warrant Shares originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise Warrant Shares to be included in the underwritten public offering may be reduced pro rata among the Holders holders thereof requesting inclusion in such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Companyregistration. Those securities Warrant Shares which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, offering shall be withheld from the market by the Holders holders thereof for a period, not to exceed one hundred eighty (180) 180 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering, provided that the executive officers and directors of the Company shall have agreed to be bound by substantially the same terms and conditions and the restriction shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 (or similar forms promulgated after the date hereof) or a registration relating solely to a transaction pursuant Rule 145 promulgated under the Securities Act on Form S-14 or Form S- 15 (or similar forms promulgated after the date hereof).

Incidental Registration. Each time If the Company shall determine at any time (other than pursuant to proceed with the actual preparation and filing of a registration statement under the Act in connection with the proposed offer and sale for money of Section 2 or Section 4) proposes to register any of its Common Stock by it securities under the Securities Act for sale to the public (except with respect to registration statements on Forms X-0, X-0 or any of its security holders (another form not available for registering the Registrable Shares for sale to the public, other than a registration statement including registration on From S-4 or S-8) or any the request of other successor forms prescribed by shareholders of the commissionCompany), the Company each such time it will give written notice to all holders of outstanding Registrable Shares of its determination intention to all Holders of Shares and Registrable Securitiesdo so. Upon the written request of a Holder of any Shares and Registrable Securities given such holder, received by the Company within fifteen thirty (1530) days after receipt the giving of any such notice from by the Company, to register any of its Registrable Shares, the Company will, except will use its reasonable best efforts (subject to the provisions of the following two sentences) to cause the Registrable Shares as herein provided, cause all such Registrable Securities, the Holders of to which registration shall have been so requested registration thereof, to be included in such the securities to be covered by the registration statementstatement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the prospective seller holder of such Registrable Shares so registered. In the event that any registration pursuant to this Section 3 shall be, in whole or sellers in part, an underwritten public offering of Ordinary Shares, the number of shares to be included in such an underwriting will be allocated, first, to the persons initially requesting such registration (including, if applicable, the Company), second, to the holders of Registrable Shares and other shareholders of the Registrable Securities Company having incidental registration rights as of the date hereof (pro rata based on the number of shares beneficially owned (as determined pursuant to Rule 13d-3 of the Exchange Act) by such holders), and third, to the other shareholders of the Company then having incidental registration rights (pro rata based on the number of shares owned by such holders), but such allocation shall only be made if and to the extent that the managing underwriter shall be of the opinion that the inclusion of such shares in the underwriting would not adversely affect the marketing of the securities to be so registered; provided, however, sold therein. In the event that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with or consummate a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed of its securities that is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant subject to this Section shall be underwritten in whole or in part3, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number holders of Registrable Securities otherwise shall not have any rights under this Section 3 with respect to be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offeringregistration.

Incidental Registration. Each time (a) If the Company shall determine at any time propose to proceed with the actual preparation and filing of file a registration statement under the 1933 Act for an offering of Equity Securities of the Company for cash (other than an offering relating to (i) a business combination that is to be filed on Form S-4 under the 1933 Act (or any successor form thereto) or (ii) any employee benefit plan, including, without limitation a stock option or stock purchase plan), the Company shall provide prompt written notice of such proposal to PDH of its intention to do so and of PDH's rights under this Section 2.2 and shall include in such registration statement such number of shares of Common Stock which PDH has requested the Company to register (the "Incidental Registered Shares"), which request shall be made to the Company within twenty (20) days after PDH receives notice from the Company of such proposed registration. Notwithstanding the foregoing: (A) PDH must elect to include a number of shares equal to not less than two percent (2%) of the outstanding Common Stock in the first registration statement in which PDH elects to include shares of Common Stock pursuant to this Section 2.2; (B) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with the proposed offer and sale for money of any of its Common Stock by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed by the commissionsuch registration, the Company will shall determine for any reason not to register such securities, the Company may, at its election, give written notice of its such determination to all Holders PDH and, thereupon, shall be relieved of its obligation to register the Incidental Registered Shares and Registrable Securities. Upon the written request of a Holder of any Shares and Registrable Securities given within fifteen (15) days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securities, the Holders of which have so requested registration thereof, to be included in connection with such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; (provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete pay the expenses referred to in Section 2.6(b) incurred in connection therewith); (C) if such registration for involves an underwritten offering, PDH must sell all Incidental Registered Shares to the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred underwriters selected by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares those that apply to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise with such differences, including any with respect to be included in the underwritten public offering indemnification and liability insurance, as may be reduced pro rata among customary in combined primary and secondary offerings; and (D) if the Holders thereof requesting Company files a secondary shelf registration for resales by a holder or holders of Common Stock, then PDH may only include Incidental Registered Shares therein if it agrees to the same provisions, if any, as the Company and such holder or holders may have agreed upon regarding the suspension of sales under such registration upon the existence of circumstances similar to those described in Section 2.1(a)(iii). If a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the registration requested pursuant to this Section 2.2 involves an underwritten public offering, and any other Common Stock owned by the Board of Directors of PDH in the exercise of their fiduciary duty may elect, in writing prior to the distribution of preliminary prospectuses in connection with such Holders, shall be withheld from the market by the Holders thereof for a periodregistration statement, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary register such securities in order to effect the underwritten public connection with such offering.

Incidental Registration. Each time the Company shall determine CO3 determines to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money of any of its Common Stock securities by it or any of its security holders (but excluding registration statements relating to employee benefit plans or mergers or other than a registration statement on From S-4 or S-8) or any other successor forms prescribed by transactions under Rule 145 of the commissionSecurities Act), the Company CO3 will give written notice of its determination to all Holders of Shares and Registrable SecuritiesCYBE. Upon the written request of a Holder of any Shares and Registrable Securities CYBE given within fifteen (15) 30 days after receipt of any such notice from the CompanyCO3, the Company CO3 will, except as herein provided, cause all such Registrable Securities, the Holders of Shares for which have so requested CYBE requests registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Shares to be so registered; provided, however, that (a) nothing herein shall will prevent the Company CO3 from, at any time, abandoning or delaying any such registration initiated by it; , and (b) if the Company CO3 determines not to proceed with a registration (other than the registration relating to an initial public offering) after the registration statement has been filed with the Commission and the CompanyCO3's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the CompanyCO3, the Company shall CO3 will, if so requested by CYBE, promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities CYBE and who CYBE will bear all expenses in excess of $25,000 incurred by the Company CO3 as the result of such registration after the Company CO3 has decided not to proceed. If any registration pursuant to this Section Article shall be underwritten in whole or in part, the Company CO3 may require that the Registrable Securities Shares requested for inclusion pursuant to this Section Article be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If In the event that in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Shares originally covered by a request for registration would reduce the number of shares to be offered by the Company CO3 or interfere with the successful marketing of the shares of stock offered by the CompanyCO3, the number of Registrable Securities Shares otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting or eliminated entirely; provided, however, that after any such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten required reduction in any offering except CO3's initial public offering, and any other Common Stock owned by the Shares to be included in such Holders, offering shall constitute at least twenty-five percent (25%) of the total number of shares to be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary included in order to effect the underwritten public such offering.

Incidental Registration. Each If at any time after the Effective Date the Company shall determine proposes to proceed with the actual preparation and filing of a registration statement under the Act in connection with the proposed offer and sale for money of register any of its Common Stock by it securities under the Securities Act for its own account or the account of any of its security holders securityholders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed by the commission, the Company will give written notice of its determination to all Holders of Shares and Registrable Securities. Upon the written request of a Holder of any Shares and Registrable Securities given within fifteen (15) days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securities, the Holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section Paragraph 1 or any registration of an offering solely to employees of the Company and its subsidiaries or any registration on Form S-4 or a successor form), it shall be underwritten promptly give written notice to each holder of Shares of its intention to do so, and the Company shall include in whole or such registration all Shares that the holders thereof shall specify in parta written notice delivered to the Company within 30 days after their receipt of the Company's notice of the proposed filing of the registration statement. However, the Company may require that managing underwriter(s) shall have the Registrable Securities requested for inclusion pursuant right to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of exclude Shares from such registration if the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by underwriter(s) advise the Company or interfere in writing that such exclusion is necessary to avoid interfering with the successful marketing of the shares underwritten portion of stock offered by the Companypublic offering. If the managing underwriter(s) shall advise the Company and the holders in writing of the need to exclude securities, then securities to be registered and sold pursuant to such registration statement shall be excluded as follows: (i) first, the number of Registrable Securities otherwise Shares requested to be included in the underwritten public offering may registration statement pursuant to this Section 2; (ii) next, securities held by securityholders other that the holders of Shares (including shares, if any, of other holders for which the registration was initiated); and (iii) last, securities to be reduced sold for the account of the Company. If less than all Shares requested to be included in the registration statement pursuant to this Section 2 are to be excluded from the registration statement, then the exclusion of Shares shall be made pro rata among the Holders thereof requesting such registration holders of Shares in proportion to a number that the respective numbers of Shares for which they requested registration. The Company shall designate the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities or underwriters, which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, underwriter(s) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offeringof national standing.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement statements on From S-4 or S-8) or any other successor forms prescribed that do not permit the inclusion of shares by the commissionCompany's security holders), the Company will give written notice of its determination to all Holders record holders of Shares Purchased Stock not theretofore registered under the Securities Act and Registrable Securitiessold. Upon the written request of a Holder record holder of any Shares and Registrable Securities shares of Purchased Stock given within fifteen (15) 30 days after receipt the date of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesshares of Purchased Stock, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Purchased Stock to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. Notwithstanding the foregoing, the Company shall not be in default of its obligation to include the Purchased Stock in a registration if such registration is being made at the request of the holders of Series B Preferred Stock, Series B Conversion Stock, the 1998 Warrants and the 1998 Warrant Stock pursuant to the 1998 Agreement, Series C Preferred Stock and the Series C Conversion Stock pursuant to the 2000 Agreement, Series D Preferred Stock and the Series D Conversion Stock pursuant to the 2001 Agreement and the Purchased Stock is excluded from such registration pursuant to the terms of the 1998 Agreement, the 2000 Agreement or the 2001 Agreement. If any registration pursuant to this Section 10.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Purchased Stock requested for inclusion pursuant to this Section 10.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Purchased Stock originally covered by a request for registration and all other Securities originally covered by a request for registration pursuant to the 1998 Agreement, the 2000 Agreement or the 2001 Agreement would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable shares of Purchased Stock and such other Securities otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Holders holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Companyregistration. Those securities shares of Purchased Stock which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, offering shall be withheld from the market by the Holders holders thereof for a period, not to exceed one hundred eighty (180) 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each time the Company Corporation shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (whether as a result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other securities of the Corporation), hereinafter in this Section 9(b) called “Selling Security Holders” (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed a form that does not permit the inclusion of shares by the commissionits security holders), the Company Corporation will give written notice of its determination to all Holders the holders of Shares and the Registrable Securities. Upon the written request of a Holder holder of any Shares and Registrable Securities given within fifteen (15) 20 days after receipt of any such notice from the CompanyCorporation, the Company Corporation will, except as herein provided, cause all such shares of Registrable Securities, Securities for which the Holders of which have so holder has requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; provided, however, that (ai) all such Registrable Securities to be so registered shall be converted into Common Stock prior to sale pursuant to such registration statement, and (ii) nothing herein shall prevent the Company Corporation from, at any time, abandoning or delaying any such registration initiated by it; and (b) if . If the Company Corporation determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's Corporation’s decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the CompanyCorporation, the Company Corporation shall promptly complete the registration for the benefit of those selling security holders Selling Security Holders who wish to proceed with a public offering of their securities the Registrable Securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration Corporation after the Company Corporation has decided not to proceed. If any registration pursuant to this Section 9(b) shall be underwritten in whole or in part, the Company Corporation may require that the Registrable Securities which have been requested for inclusion to be included pursuant to this Section 9(b) be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such a proposed public offering the inclusion of some or all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company Corporation or interfere with the successful marketing of the shares of stock offered by the CompanyCorporation, the number of shares of Registrable Securities otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Holders holders thereof requesting such registration to a number that or entirely excluded from the managing underwriter believes will not adversely affect the sale of shares by the Companyoffering. Those securities shares of Registrable Securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, offering shall be withheld from the market by the Holders holders thereof for a period, not to exceed one hundred eighty (180) 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. The incidental registration rights created by this Section 9(b) shall apply only to a registration statement filed under the Securities Act after the Corporation’s initial public offering.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed a form that does not permit the inclusion of shares by the commissionits security holders), the Company will give written notice of its determination to all Holders record holders of Shares Purchased Stock not theretofore registered under the Securities Act and Registrable Securitiessold. Upon the written request of a Holder record holder of any Shares and Registrable Securities shares of Purchased Stock given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesshares of Purchased Stock, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Purchased Stock to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceedsecurities. If any registration pursuant to this Section paragraph 3 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Purchased Stock requested for inclusion pursuant to this Section paragraph 3 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such a proposed underwritten public offering the inclusion of all of the Registrable Securities Purchased Stock originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities shares of Purchased Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Holders holders thereof requesting such registration registration, provided, however, that after any such required reduction the Purchased Stock to a be included in such offering, together with any shares to be included in such offering that are being offered by other selling shareholders, shall constitute at least 25% of the total number that the managing underwriter believes will not adversely affect the sale of shares by the Companyto be included in such offering. Those securities shares of Purchased Stock which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, offering shall be withheld from the market by the Holders holders thereof for a period, not to exceed one hundred eighty (180) 90 days, which the managing underwriter reasonably determines is if necessary in order to effect the underwritten public offering.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) Form S-4, Form S-8 or any other successor forms prescribed form that does not permit the inclusixx xx xxxxxx by the commissionits security holders), the Company will give written notice of its determination to all Holders of Shares and Registrable Securitiesthe Investor. Upon the written request of a Holder of any Shares and Registrable Securities the Investor given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securities, the Holders shares of which have so Purchased Stock requested registration thereof, by Investor to be registered to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Investor to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided, further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for if the benefit of those selling security holders who wish Investor wishes to proceed with a public offering of their securities its Purchased Stock and who will bear all expenses in excess of $25,000 100,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders) but in no event shall the amount of securities of the selling Holders included in the offering be reduced below 20% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities, in which case the selling stockholders may be excluded completely if the underwriters make the determination described above and no other stockholder's securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling stockholder", and any pro-rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling stockholder", as defined in this sentence. If any registration pursuant to this Section 8.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Purchased Stock requested for inclusion pursuant to this Section 8.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If If, in the good faith judgment of the managing underwriter of such public offering the inclusion offering, marketing factors require a limitation of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise Purchased Stock to be included in the underwritten such public offering may be reduced pro rata among the Holders thereof requesting such registration to a number that offering, the managing underwriter believes will not adversely affect may limit the sale number of shares of Purchased Stock to be so included; provided, however, that any such limitation shall be pro rata based on the relation that the number of shares of Purchased Stock requested for inclusion in such public offering bear to the total number of shares of common stock (including shares of Purchased Stock) requested for such inclusion by the Investor and by other persons proposing to sell common stock pursuant to registration rights granted them by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Act in connection with the proposed offer and sale for money of any of its Common Stock by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed by the commission, the Company will give written notice of its determination to all Holders record holders of Shares Units and Registrable Securities. Upon the written request of a Holder record holder of any Shares Units and Registrable Securities given within fifteen (15) days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securities, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; : provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; : and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holdersholders, shall be withheld from the market by the Holders holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement statement, on Forms X-0, XX-0 or S-3, excluding post-effective amendments to Company registration statements currently effective, under the Securities Act in connection with the proposed offer and sale for money of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed by the commissionholders, the Company will give written notice of its determination to all Holders of Shares and Registrable SecuritiesHarvest States. Upon the written request of a Holder of any Shares and Registrable Securities Harvest States given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesshares of Purchased Shares, the Holders of which have Harvest States has so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Harvest States to be so registered; provided, however, that (ai) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; it and (bii) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission SEC and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish Harvest States if it wishes to proceed with a public offering of their its securities and who Harvest States will bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section section shall be underwritten in whole or in part, the Company may require that the Registrable Securities Purchased Shares requested for inclusion pursuant to this Section section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If In the event that the Purchased Shares requested for inclusion pursuant to this section would constitute more than twenty-five percent (25%) of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Purchased Shares originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities shares of Purchased Shares otherwise to be included in the underwritten public offering may be reduced pro rata among reduced; provided, however, that after any such required reduction the Holders thereof requesting Purchased Shares to be included in such registration to a offering shall constitute at least twenty-five percent (25%) of the total number that the managing underwriter believes will not adversely affect the sale of shares by the Companyto be included in such offering. Those securities shares of Purchased Shares which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, offering shall be withheld from the market by the Holders Harvest States thereof for a period, not to exceed one hundred eighty (180) 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed a form that does not permit the inclusion of shares by the commissionits security holders), the Company will give written notice of its determination to all Holders record holders of Shares Purchased Stock not theretofore registered under the Securities Act and Registrable Securitiessold. Upon the written request of a Holder record holder of any Shares and Registrable Securities shares of Purchased Stock given within fifteen (15) 10 business days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesshares of Purchased Stock, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Purchased Stock to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section 11.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Purchased Stock requested for inclusion pursuant to this Section 11.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Purchased Stock originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities shares of Purchased Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Holders holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Companyregistration. Those securities shares of Purchased Stock which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, offering shall be withheld from the market by the Holders holders thereof for a period, not to exceed one hundred eighty (180) 120 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each time For six months following the Company Effective Date, if Apertus shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money of any of its Common Stock common stock by it or any of its security holders shareholders (other than pursuant to a special purpose form, such as Form S- 4 or Form S-8), Apertus will, at least 45 days prior to the filing of such registration statement on From S-4 or S-8) or any other successor forms prescribed by the commissionstatement, the Company will give written notice of its determination to all Holders holders of Shares and Registrable SecuritiesApertus Common Stock issued pursuant to the Merger. Upon the written request of a Holder of any Shares and Registrable Securities such shareholder given within fifteen (15) 30 days after receipt of any such notice from the CompanyApertus, the Company willApertus shall, except as herein provided, use its best efforts to cause all such Registrable Securitiesshares of Apertus Common Stock, the Holders holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Apertus Common Stock to be so registered; provided, however, that (ai) nothing herein shall prevent the Company Apertus from, at any time, abandoning or delaying any such registration initiated by it; , and (bii) if the Company Apertus determines not to proceed with a registration after the registration statement has been filed with the Commission SEC and the CompanyApertus's decision not to proceed is primarily based upon the anticipated public offering price of the securities common stock to be sold by the CompanyApertus, the Company Apertus shall promptly complete the registration for the benefit of those selling security holders shareholders who wish to proceed with a public offering of their securities Apertus Common Stock and who bear all expenses in excess of $25,000 50,000 incurred by the Company Apertus as the result of such registration after the Company Apertus has decided not to proceed. If ; provided further, that if any registration pursuant to this Section section shall be underwritten in whole or in part, the Company (X) Apertus may require that the Registrable Securities Apertus Common Stock requested for inclusion pursuant to this Section section be included in the underwriting on the same terms and conditions as the securities Apertus Common Stock otherwise being sold through the underwriters. If in underwriters and (Y) Apertus shall have the good faith judgment right to limit the aggregate size of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce or the number of shares to be offered included therein by shareholders of Apertus if requested to do so in good faith by the Company or interfere with the successful marketing managing underwriter of the shares of stock offered by the Companyoffering, the number of Registrable Securities otherwise and only securities which are to be included in the underwritten public offering underwriting may be reduced included in the registration. Whenever the number of shares that may be registered pursuant to this Section 9.01(b) is limited by the provisions of the preceding sentence, (i) Apertus shall have priority as to sales over the holders of Apertus Common Stock received in the Merger, and (ii) such holders shall share pro rata among (as a single class) in the Holders thereof requesting available portion (if any) of the registration in question, such registration sharing to a be based upon the number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other of Apertus Common Stock owned then held by each of such Holdersholders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offeringrespectively.

Incidental Registration. (a) Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than the first offering by the Company of Common Shares pursuant to a registration statement filed under the Act and other than a registration statement on From S-4 or S-8) or any other successor forms prescribed a form that does not permit the inclusion of shares by the commissionits security holders), the Company will give written notice of its determination to all Holders of Shares and Registrable SecuritiesOptionee. Upon the written request of a Holder of any Shares and Registrable Securities Optionee given within fifteen (15) twenty days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securities, the Holders shares of Purchased Stock (as hereinafter defined) as to which Optionee shall have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers Optionee of the Registrable Securities Purchased Stock to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section 11 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Purchased Stock requested for inclusion pursuant to this Section 11 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of any or all of the Registrable Securities Purchased Stock originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities shares of Purchased Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among Optionee and holders of other shares proposed to be included in such registration. Notwithstanding the Holders thereof requesting foregoing, if any securities are registered by the Company pursuant to (i) that certain Stock Purchase Agreement dated as of September 3, 1997 amount the Company and certain preferred stockholders of the Company (as the same may be amended from time to time hereafter), (ii) warrants to purchase Company securities outstanding as of the date hereof, and (iii) rights granted from time to time to additional purchasers of shares of preferred stock of the Company (all such securities included in (i), (ii) and (iii) being referred to as "Registrable Securities"), then Purchased Stock shall be included in such offering and registration statement only to a number the extent that inclusion of the managing underwriter believes Purchased Stock will not adversely affect reduce the sale amount of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by Registrable Securities to be registered in such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed a form that does not permit the inclusion of shares by the commissionits security holders), the Company will promptly give written notice of its determination to all Holders record holders of Shares and Registrable SecuritiesPurchased Stock (as hereinafter defined). Upon the written request of a Holder record holder of any Shares and Registrable Securities shares of Purchased Stock given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesthe shares of Conversion Stock and Warrant Stock, the Holders Purchasers or record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Conversion Stock or Warrant Stock to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by at the Company as the result of such registration after the Company has decided not to proceedCompany's expense. If any registration pursuant to this Section 11.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Conversion Stock or Warrant Stock requested for inclusion pursuant to this Section 11.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If In the event that the Conversion Stock or Warrant Stock requested for inclusion pursuant to this Section 11.2 would constitute more than 25 % of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Conversion Stock or Warrant Stock originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities shares of Conversion Stock and Warrant Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Holders holders thereof requesting such registration to a number registration, provided, however, that after any such required reduction the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, Conversion Stock and any other Common Warrant Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.to

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Act in connection with the proposed offer and sale for money of any of its Common Stock by it or any of its security holders (other than a registration statement on From S-4 or S-8) S-8 or any other successor forms prescribed by the commission, the Company will give written notice of its determination to all Holders record holders of Shares Units and Registrable Securities. Upon the written request of a Holder record holder of any Shares Units and Registrable Securities given within fifteen (15) days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securities, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holdersholders, shall be withheld from the market by the Holders holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each Subject to Section 7 hereof, each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 Form S-8 relating to shares issuable under an employee stock option or S-8) other employee benefit plan, or any other successor forms prescribed by a registration statement on a form that does not permit the commissioninclusion of the Purchased Stock), the Company will give written notice of its determination to all Holders record holders of Shares and Registrable SecuritiesPurchased Stock (as hereinafter defined). Upon the written request of a Holder record holder of any Shares and Registrable Securities shares of Purchased Stock given within fifteen (15) 15 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesshares of Purchased Stock, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceedregistration. If any registration pursuant to this Section 1 shall be underwritten in whole or in part, the Company may require require, as a condition to the inclusion of Purchased Stock in any registration under this Section 1, that the Registrable Securities Purchased Stock requested for inclusion pursuant to this Section 1 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Purchased Stock originally covered by a request for registration would reduce the number of shares to be offered by the Company and/or other selling shareholders or interfere with the successful marketing of the shares of stock offered by the CompanyCompany and/or other selling shareholders, the number of Registrable Securities shares of Purchased Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Holders thereof holders of Purchased Stock requesting such registration and the shares to a be included in the registration shall be allocated (x) first, to the Company and/or any selling shareholders with registration rights, granted prior to March ___, 1999, that entitled them to have shares included in the registration in preference to shares of the Purchased Stock and (y) then, pro rata (by number that the managing underwriter believes will not adversely affect the sale of shares by requested to be included in such registration) among the Company. Those securities which are thus excluded from the underwritten public offering, holders of Purchased Stock and any other Common selling shareholders in such registration (other than the selling shareholders described in clause (x) above) pro rata (by number of shares requested to be included in such registration) among such holders of Purchased Stock owned and other selling shareholders. The rights granted by this Section 1 may be transferred to and are exercisable by subsequent transferee of any shares of Purchased Stock, provided that the Company is, within a reasonable period of time after such Holderstransfer, furnished with written notice the name and address of such transferee and the securities with respect to which such registration rights are being transferred; and provided, further, that such transfer shall be withheld from effective only if immediately following such transfer the market further disposition of such securities by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.transferee

Incidental Registration. Each time If the Company shall determine at any time proposes or is required to proceed with the actual preparation and filing of a registration statement under the Act in connection with the proposed offer and sale for money of register any of its Common Stock by it Securities under the Securities Act or any applicable state securities or blue sky laws on a form which permits inclusion of its security holders the Registrable Stock and/or Management Stock (other than including, without limitation, if such registration was initiated by a registration statement on From S-4 or S-8) or any other successor forms prescribed by the commissiondemand pursuant to Section 2 above), the Company it will each such time give written notice of its determination to all Holders of Shares and then existing Registrable SecuritiesStock and/or Management Stock of its intention so to do. Upon the written request of a any such Holder of any Shares and Registrable Securities given within fifteen (15) 20 days after receipt of any such notice from the Companynotice, the Company will, except as herein provided, will use its best efforts to cause all such Registrable Securities, the Stock which such Holders of which shall have so requested registration thereof, be registered to be included in such registration statement, registered under the Securities Act and any applicable state securities or blue sky laws all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers such Holders of the Registrable Securities to be Stock and/or Management Stock so registered; . No registrations of Registrable Stock and/or Management Stock under this Section 3 shall relieve the Company of its obligation to effect registrations under Section 2 hereof, or shall constitute a registration request by any Holder of Registrable Stock under Section 2 (i.e. participation by one or more Holders of Registrable Stock in a registration pursuant to this Section 3, which was initiated pursuant to Section 2 shall only be treated in the aggregate as one request for a registration pursuant to Section 2). The Company shall have the right to select the investment banker or bankers who shall serve as the manager and/or co-managers for all registrations of offerings of Securities under this Section 3 initiated by the Company, provided, however, that (a) nothing if the registration in which Holders of Registrable Stock request to participate herein shall prevent is the initial registration under the Securities Act by the Company fromof an underwritten public offering of Common, at any time, abandoning then such investment banker or delaying any bankers shall be selected for such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold Securities by the Company, but only with the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment consent of the managing underwriter Holders of such public offering the inclusion of all at least 60% of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise to be Conversion Stock included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) daystherein, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offeringconsent shall not be unreasonably withheld.

Incidental Registration. Each time the Company shall determine ----------------------- to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed a form that does not permit the inclusion of shares by the commissionits security holders), the Company will give written notice of its determination to all Holders record holders of Shares Registrable Securities not theretofore registered under the Securities Act and Registrable Securitiessold. Upon the written request of a Holder record holder of any Shares and Registrable Securities given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable SecuritiesPreferred Shares, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; provided, however, -------- ------- that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided further, however, that ---------------- ------- if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of for such registration incurred after the Company has decided not to proceed. If any registration pursuant to this Section 13.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section 13.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If In the event that the Registrable Securities requested for inclusion pursuant to this Section 13.2 would, in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would offering, reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Companythereby, the number of Registrable Securities otherwise to be included in the underwritten public offering may be reduced reduced, first by excluding pro rata (by number of shares held) the Contingent Warrants and Contingent Warrant Stock, and then, if necessary, pro rata (by number of shares held) the 1996 Warrants, the 1997 Warrant, the 1996 Warrant Stock and the 1997 Warrant Stock, and then, if necessary, pro rata (by number of shares held) among the Holders thereof holders of other Registrable Securities requesting such registration registration, but in either case only after exclusion of all other shares proposed to a number that be sold by other selling securityholders. The holders of the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, Registrable Securities shall be withheld agree upon request to withhold from the market any and all Registrable Securities and Common Stock held by the Holders thereof such holders for a period, not to exceed one hundred eighty (180) 90 days, which the managing underwriter reasonably determines is necessary in order to effect the any underwritten public offering.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed a form that does not permit the inclusion of shares by the commissionits security holders), the Company will promptly give written notice of its determination to all Holders record holders of Shares Purchased Stock (as hereinafter defined) not theretofore registered under the Securities Act and Registrable Securitiessold. Upon the written request of a Holder record holder of any Shares and Registrable Securities shares of Purchased Stock given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesthe shares of Conversion Stock and Warrant Stock, the Holders Purchaser or record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Conversion Stock or Warrant Stock to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by at the Company as the result of such registration after the Company has decided not to proceedCompany's expense. If any registration pursuant to this Section 11.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Conversion Stock or Warrant Stock requested for inclusion pursuant to this Section 11.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If In the event that the Conversion Stock or Warrant Stock requested for inclusion pursuant to this Section 11.2 would constitute more than 25 % of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Conversion Stock or Warrant Stock originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities shares of Conversion Stock and Warrant Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Holders holders thereof requesting such registration registration, provided, however, that after any such required reduction the Conversion Stock and Warrant Stock to be included in such offering shall constitute at least 25% of the total number of shares to be included in such offering. "Purchased Stock" shall mean the Preferred Shares, the Conversion Stock, the Warrants, the Warrant Stock, and the stock or other securities of the Company issued in a number that stock split or reclassification of, or a stock dividend or other (Page 35 of 81 Pages) distribution on or in substitution or exchange for, or otherwise in connection with, any of the managing underwriter believes will not adversely affect foregoing securities, or in a merger or consolidation involving the Company or a sale of shares by all or substantially all of the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering's assets.

Incidental Registration. Each Until such time as the Purchaser can freely sell all of his Shares without restriction under Rule 144 or otherwise, if the Company shall determine proposes to proceed with register any of its securities under the actual preparation and filing of Securities Act for sale to the public pursuant to a registration statement under the Act in connection with the proposed offer and sale for money of any of its Common Stock by it or any of its security holders (other than a registration statement "Registration Statement") on From S-4 or S-8) or any other successor forms prescribed by the commissionwhich seller stockholder securities may be included, each such time the Company will give written notice of its determination to all Holders of Shares and Registrable Securitiesthe Purchaser. Upon the written request of a Holder of any Shares and Registrable Securities given the Purchaser received by the Company within fifteen (15) days after the receipt of any such notice from the CompanyCompany under this Section 5.3 to register any of the Purchaser's Shares, the Company will, except will use its best efforts to include all of the Shares as herein provided, cause all such Registrable Securities, the Holders of to which registration shall have been so requested registration thereof, to be included in such registration statementthe securities to be covered by the Registration Statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers Purchaser of the Registrable Securities such Shares so requested to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at . In connection with any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the CompanyRegistration Statement under this Section 5.3 involving an underwritten offering, the Company shall promptly complete the registration for the benefit of those selling security holders who wish only be required to proceed with a public offering of their securities and who bear all expenses include any Shares in excess of $25,000 incurred by the Company such underwriting in such quantity as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in partwill not, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through opinion of the underwriters. If in , jeopardize the good faith judgment success of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities If, in the opinion of the managing underwriter, Shares which are thus excluded from the underwritten Purchaser has requested to be included would materially and adversely affect such public offering, and any other Common Stock owned by such Holders, then the Company shall be withheld from required to include in the market underwriting only that number of Shares held by the Holders thereof for a periodPurchaser, not to exceed one hundred eighty (180) daysif any, which the managing underwriter reasonably determines is necessary believes may be sold without causing such adverse effect. If the managing underwriter recommends that Shares held by the directors, officers, employees or Affiliates of the Company not be included in order to effect the underwritten public offering because it would materially and adversely affect such public offering, then such Shares shall not be included in the offering notwithstanding the right set forth herein. No other securities requested to be included in a registration for the account of anyone other than the Company or the Purchaser shall be included in a registration unless all Shares requested to be included in such registration are so included (subject to the managing underwriter's views set forth in this section). The Company shall bear the costs of such registration, other than underwriting discounts and commissions incident to the sale of the Shares, if so incurred, which underwriting fees shall be the responsibility of the Purchaser with respect to the Shares the Purchaser elects to sell, as well as any attorneys' fees and costs, if any, incurred by the Purchaser as a selling stockholder. This Section 5.3 shall survive the Closing.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed a form that does not permit the inclusion of shares by the commissionits security holders), the Company will promptly give written notice of its determination to all Holders record holders of Shares Purchased Stock (as hereinafter defined) not theretofore registered under the Securities Act and Registrable Securitiessold. Upon the written request of a Holder record holder of any Shares and Registrable Securities shares of Purchased Stock given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesthe shares of Conversion Stock and Warrant Stock, the Holders Purchaser or record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Conversion Stock or Warrant Stock to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by at the Company as the result of such registration after the Company has decided not to proceedCompany's expense. If any registration pursuant to this Section 11.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Conversion Stock or Warrant Stock requested for inclusion pursuant to this Section 11.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If In the event that the Conversion Stock or Warrant Stock requested for inclusion pursuant to this Section 11.2 would constitute more than 25 % of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Conversion Stock or Warrant Stock originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities shares of Conversion Stock and Warrant Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Holders holders thereof requesting such registration registration, provided, however, that after any such required reduction the Conversion Stock and Warrant Stock to be included in such offering shall constitute at least 25% of the total number of shares to be included in such offering. "Purchased Stock" shall mean the Preferred Shares, the Conversion Stock, the Warrants, the Warrant Stock, and the stock or other securities of the Company issued in a number that stock split or reclassification of, or a stock dividend or other distribution on or in substitution or exchange for, or otherwise in connection with, any of the managing underwriter believes will not adversely affect foregoing securities, or in a merger or consolidation involving the Company or a sale of shares by all or substantially all of the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering's assets.

Incidental Registration. Each time If the Company shall determine at any time (other than ----------------------- pursuant to proceed with the actual preparation and filing of a registration statement under the Act in connection with the proposed offer and sale for money of Section 4 or 5 hereof) proposes to register any of its Common Stock by it under the Securities Act for sale to the public, whether for its own account or any for the account of its other security holders or both (other than except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Restricted Stock for sale to the public, a registration statement on From S-4 or S-8) or any other successor forms prescribed Form S-3 to be filed by the commissionCompany to register shares of Common Stock issued in consideration for an acquisition, the Company or a registration statement on Form S-1 covering solely an employee benefit plan), it will give written notice at such time to all holders of outstanding Restricted Stock and Founders Stock of its determination intention to all Holders of Shares and Registrable Securitiesdo so. Upon the written request of a Holder of any Shares and Registrable Securities such holder, given within fifteen thirty (1530) days after receipt of any such notice from by the Company, to register any of its Restricted Stock or Founders Stock, as the case may be (which request shall state the intended method of disposition thereof), the Company willwill use its best efforts to cause the Restricted Stock or Founders Stock or both, except as herein providedthe case may be, cause all such Registrable Securities, the Holders of as to which registration shall have been so requested registration thereofrequested, to be included in such the securities to be covered by the registration statementstatement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the prospective seller holder (in accordance with its written request) of such Restricted Stock or sellers of Founders Stock, as the Registrable Securities to be case may be, so registered; provided, however, provided that (a) nothing herein shall prevent the Company from, at any time, from -------- abandoning or delaying any such registration initiated by it; and (b) if at any time. In the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If event that any registration pursuant to this Section 6 shall be underwritten be, in whole or in part, the Company may require that the Registrable Securities requested for inclusion an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 6 to register Restricted Stock or Founders Stock, as the case may be, shall specify that such Restricted Stock or Founders Stock, as the case may be, is to be included in the underwriting on the same terms and conditions as the securities shares of Common Stock otherwise being sold through underwriters under such registration. The number of shares of Restricted Stock or Founders Stock or both, as the underwriters. If case may be, to be included in such an underwriting may be reduced (first, pro rata among the good faith judgment requesting holders of Founders Stock based --- ---- upon the number of shares of Founders Stock for which registration has been requested and then, if necessary, pro rata among holders of Restricted Stock --- ---- based upon the aggregate original purchase price represented by the shares of Restricted Stock for which registration has been requested), if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Restricted Stock shall -------- ------- not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock or Founders Stock; and provided, further, that except in the case of the -------- ------- Company's initial public offering of Common Stock, in no event shall such number of shares of Restricted Stock be reduced so that the inclusion number of all shares of Restricted Stock so to be registered is less than thirty percent (30%) of the Registrable Securities originally covered by a request for registration would reduce the aggregate number of shares to be offered in such underwriting (excluding Restricted Stock held by Evslin and Jordan and their permitted transferees from such ITXC Third Amended Registration Rights Agreement calculation). If the Company or interfere with the successful marketing of the shares of stock offered offering covered by the Company, the number of Registrable Securities otherwise to this Section 6 shall be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the an underwritten public offering, and any other Common Stock owned by such Holders, the Company shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which designate the managing underwriter reasonably determines is necessary in order to effect the underwritten public of such offering.

Incidental Registration. For a period of seven (7) years after the ----------------------- Effective Date, Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed by a form that does not permit the commissioninclusion of the Purchased Stock), the Company will give written notice of its determination to all Holders record holders of Shares Purchased Stock not theretofore registered under the Securities Act and Registrable Securitiessold. Upon the written request of a Holder record holder of any Shares and Registrable Securities shares of Purchased Stock given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesshares of Purchased Stock, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Purchased Stock to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceedregistration. If any registration pursuant to this Section 2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Purchased Stock requested for inclusion pursuant to this Section 2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If In the event that the Purchased Stock requested for inclusion pursuant to this Section 2 would constitute more than 25% of the total number of shares to be included in a proposed underwritten public offering, and if, in the good faith judgment of the managing underwriter of such public offering offering, the inclusion of all of the Registrable Securities Purchased Stock originally covered by a request requests for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities shares of Purchased Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Holders holders thereof requesting such registration registration. The rights granted by this Section 2 may be transferred to and are exercisable by a number subsequent transferee of any shares of Purchased Stock, except with respect to shares of Purchased Stock that have been registered under the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, Securities Act and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offeringsold.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any Forms S-4, X-0, xx other successor forms prescribed by the commissionlimited purpose form), the Company will give written notice of its determination to all Holders record holders of Shares and Registrable Securities. Upon the written request of a Holder record holder of any Shares and shares of Registrable Securities given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Common Shares of the Registrable Securities, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Common Shares to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by itregistration; and (b) provided, further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceedproceed (provided that, at the sole discretion of the holders of the Registrable Securities included in the registration, such registration may count as a registration under SECTION 2.1 for which the Company will pay the expenses). If any registration pursuant to this Section shall be underwritten underwritten, in whole or in part, the Company may require that the Registrable Securities Common Shares requested for inclusion pursuant to this Section be included in the underwriting agreement on the same terms and conditions as the securities otherwise being sold through the underwriters. If If, in the good faith judgment of the managing underwriter of such public offering offering, the inclusion of all of the Registrable Securities Common Shares originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise Common Shares to be included in the underwritten public offering (other than shares sought to be sold by the Company) may be reduced pro rata among in accordance with the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Companypriority schedule set forth in SECTION 2.1. Those securities Common Shares which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, offering shall be withheld from the market by the Holders holders thereof for a period, not to exceed one hundred eighty (180) 180 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. (a) Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money of any of its Common Stock securities by it or any of its security holders (other than a registration statement Registration Statement on From S-4 Form X-0, X-0 or S-8) other limited purpose form, or any other successor forms prescribed thereto subsequently promulgated by the commissionCommission as replacements for such forms), the Company will give written notice of its determination to all Holders record holders of Shares and Registrable SecuritiesShares. Upon the written request of a Holder record holder of any Registrable Shares and Registrable Securities given within fifteen thirty (1530) days after receipt of any such notice from the Companynotice, the Company will, except as herein provided, cause all such Registrable SecuritiesShares, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller holder or sellers holders of the Registrable Securities Shares to be so registered; provided, however, that (ai) nothing herein shall -------- ------- prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; , and (bii) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities securities; provided, further, that in such event, such registration shall be -------- ------- deemed a registration under Section 5.1(a) hereof, and who bear all expenses in excess of $25,000 incurred by provided further, that the Company as the result of shall be required to proceed with such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting only if such registration to a number that meets the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof criteria established for a period, not to exceed one hundred eighty (180registration upon demand as set forth in Section 5.1(a) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offeringhereof.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement statement, on Forms X-0, XX-0 or S-3, excluding post-effective amendments to Company registration statements currently effective, under the Securities Act in connection with the proposed offer and sale for money of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed by the commissionholders, the Company will give written notice of its determination to all Holders of Shares and Registrable SecuritiesHarvest States. Upon the written request of a Holder of any Shares and Registrable Securities Harvest States given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesshares of Purchased Shares, the Holders of which have Harvest States has so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Harvest States to be so registered; provided, however, that (ai) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; it and (bii) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission SEC and the Company's Company s decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish Harvest States if it wishes to proceed with a public offering of their its securities and who Harvest States will bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section section shall be underwritten in whole or in part, the Company may require that the Registrable Securities Purchased Shares requested for inclusion pursuant to this Section section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If In the event that the Purchased Shares requested for inclusion pursuant to this section would constitute more than twenty-five percent (25%) of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Purchased Shares originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities shares of Purchased Shares otherwise to be included in the underwritten public offering may be reduced pro rata among reduced; provided, however, that after any such required reduction the Holders thereof requesting Purchased Shares to be included in such registration to a offering shall constitute at least twenty-five percent (25%) of the total number that the managing underwriter believes will not adversely affect the sale of shares by the Companyto be included in such offering. Those securities shares of Purchased Shares which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, offering shall be withheld from the market by the Holders Harvest States thereof for a period, not to exceed one hundred eighty (180) 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed a form that does not permit the inclusion of shares by the commissionits security holders), the Company will give written notice of its determination to all Holders record holders of Shares Purchased Stock not theretofore registered under the Securities Act and Registrable Securitiessold. Upon the written request of a Holder record holder of any Shares and Registrable Securities shares of Purchased Stock given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesshares of Purchased Stock, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Purchased Stock to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of for such registration incurred after the Company has decided not to proceed. If any registration pursuant to this Section 12.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Purchased Stock requested for inclusion pursuant to this Section 12.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If In the event that the Purchased Stock requested for inclusion pursuant to this Section 12.2 would constitute more than 25% of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Purchased Stock originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities shares of Purchased Stock otherwise to be included in the underwritten public offering may be reduced reduced, first by excluding the Warrants and Warrant Stock, and then, if necessary, pro rata (by number of shares) among the Holders thereof holders of other Purchased Stock requesting such registration registration, but in either case only after exclusion of all other shares proposed to a number be sold by other selling security holders; provided, however, that the managing underwriter believes will not adversely affect the sale of shares in any offering other than an initial public offering by the Company, after any such required reduction, the Purchased Stock to be included in such offering shall constitute at least 25% of the total number of shares to be included in such offering. Those securities shares of Purchased Stock which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, offering shall be withheld from the market by the Holders holders thereof for a period, not to exceed one hundred eighty (180) 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) Form X-0, Xxxx X-0 or any other successor forms prescribed form that does not permit the inclusion of shares by the commissionits security holders), the Company will give written notice of its determination to all Holders the holders of Shares and Registrable SecuritiesShares. Upon the written request of a Holder the holders of any Registrable Shares and Registrable Securities given within fifteen (15) 20 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable SecuritiesShares, the Holders of which have so been requested registration thereof, by such holders to be registered to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities such holders to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided, further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for if the benefit holders of those selling security holders who a majority of the Registrable Shares participating in the registration wish to proceed with a public offering of their securities Registrable Shares and who bear will bear, on a pro rata basis, all expenses in excess of $25,000 100,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section 8.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities securities requested for inclusion by selling stockholders, including the holders of Registrable Shares, pursuant to this Section 8.2, be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment total amount of the managing underwriter of such public offering the inclusion of all of the securities, including Registrable Securities originally covered Shares, requested by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise stockholders to be included in such offering exceeds the underwritten public amount of securities sold other than by the Company that the managing underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering may only that number of such securities, including Registrable Shares, which the underwriters determine in their sole discretion will not jeopardize the success of the offering. The securities so included to be reduced apportioned pro rata among the Holders thereof requesting selling stockholders, including the holders of Registrable Shares, according to the total amount of securities entitled to be included therein owned by each such registration selling stockholder or in such other proportions as shall mutually be agreed to a number that by such selling stockholders, but in no event shall the managing underwriter believes will not adversely affect amount of Registrable Shares included in the sale offering be reduced below 20% of shares by the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities, in which case the selling stockholders, including the holders of Registrable Shares, may be excluded completely if the underwriters make the determination described above and no other stockholder's securities are included. Those securities For purposes of the preceding sentence concerning apportionment, for any selling stockholder which are thus excluded from is a partnership or corporation, the underwritten public offeringpartners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling stockholder", and any other Common Stock pro-rata reduction with respect to such "selling stockholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such Holders"selling stockholder", shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary as defined in order to effect the underwritten public offeringthis sentence.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 Form X-0, X-0 or S-8) or any other successor forms prescribed by the commissionlimited purpose form), the Company will give written notice of its determination to all Holders of Shares and Registrable SecuritiesACG. Upon the written request of a Holder of any Shares and Registrable Securities ACG given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securities, the Holders of which have Conversion Shares so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Conversion Shares to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceedregistration. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that the Registrable Securities Conversion Shares requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Conversion Shares originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise Conversion Shares to be included in the underwritten public offering may shall be reduced reduced; first, pro rata among the Holders holders thereof requesting inclusion in such registration to a number that the managing underwriter believes will who do not adversely affect the sale of shares by the Companyhave written registration rights, and thereafter, pro rata among those holders who have written registration rights. Those securities Conversion Shares which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, offering shall be withheld from the market by the Holders holders thereof for a period, not to exceed one hundred eighty (180) 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money cash of any of its Common Stock securities by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed a form that does not permit the inclusion of shares by the commissionits security holders), the Company will promptly give written notice of its determination to all Holders record holders of Shares and Registrable SecuritiesPurchased Stock (as hereinafter defined). Upon the written request of a Holder record holder of any Shares and Registrable Securities shares of Purchased Stock given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesthe shares of Conversion Stock and Warrant Stock, the Holders Purchasers or record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Conversion Stock or Warrant Stock to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by at the Company as the result of such registration after the Company has decided not to proceedCompany's expense. If any registration pursuant to this Section 11.2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Conversion Stock or Warrant Stock requested for inclusion pursuant to this Section 11.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If In the event that the Conversion Stock or Warrant Stock requested for inclusion pursuant to this Section 11.2 would constitute more than 25 % of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities Conversion Stock or Warrant Stock originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities shares of Conversion Stock and Warrant Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Holders holders thereof requesting such registration registration, provided, however, that after any such required reduction the Conversion Stock and Warrant Stock to be included in such offering shall constitute at least 25% of the total number of shares to be included in such offering. "Purchased Stock" shall mean the Preferred Shares, the Conversion Stock, the Warrants, the Warrant Stock, and the stock or other securities of the Company issued in a number that stock split or reclassification of, or a stock dividend or other distribution on or in substitution or exchange for, or otherwise in connection with, any of the managing underwriter believes will not adversely affect foregoing securities, or in a merger or consolidation involving the Company or a sale of shares by all or substantially all of the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering's assets.

Incidental Registration. Each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Act in connection with the proposed offer and sale for money of any of its Common Stock by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed by the commission, the Company will give written notice of its determination to all Holders of Shares and Registrable Securities. Upon the written request of a Holder of any Shares and Registrable Securities given within fifteen (15) days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securities, the Holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities otherwise to be included in the underwritten public offering may be reduced pro rata among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.the

Incidental Registration. Each time the Company shall determine determines to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for money cash of any of its Common Stock by it or any of its security holders (other than a registration statement on From S-4 or S-8) or any other successor forms prescribed a form that does not permit the inclusion of shares by the commissionits security holders), the Company will give written notice of its determination to all Holders record holders of Shares Purchased Stock not theretofore registered under the 1933 Act and Registrable Securitiessold. Upon the written request of a Holder record holder of any Shares and Registrable Securities shares of Purchased Stock given within fifteen (15) 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all such Registrable Securitiesshares of Purchased Stock, the Holders record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Purchased Stock to be so registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. Notwithstanding the foregoing, nothing shall require the Company to cause the Purchased Stock to be included in such registration initiated by it; and (b) Registration Statement, if the Company determines not determines, after consultation with legal counsel, that including such shares of Purchased Stock in such Registration Statement would be a violation of other registration rights granted prior to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceeddate hereof. If any registration pursuant to this Section 2 shall be underwritten in whole or in part, the Company may require that the Registrable Securities Purchased Stock requested for inclusion pursuant to this Section 2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the Company or the managing underwriter of such public offering the inclusion of all of the Registrable Securities Purchased Stock originally covered by a request for registration would reduce the number of shares to be offered by the Company or other security holders having registration rights superior to the holders of the Purchased Stock or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Securities shares of Purchased Stock otherwise to be included in the underwritten public offering may be reduced pro rata among eliminated. The rights granted by this Section 2 may be transferred to and are exercisable by subsequent transferee of any shares of Purchased Stock, except with respect to shares of Purchased Stock that have been registered under the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, 1933 Act and any other Common Stock owned by such Holders, shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offeringsold.