Common use of Incidental Registration Clause in Contracts

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act to register any of its Ordinary Shares for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person), it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the If Company proposes, other than pursuant to Section 2 or 3 of this Agreement, at any time proposes to file on its behalf and/or on behalf of any of its security holders (collectively, the "Demanding Security Holders") a Registration Statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to register any be offered in a transaction of its Ordinary Shares for public sale the type referred to in Rule 145 under the Securities Act (whether proposed or to be offered employees of Company pursuant to any employee benefit plan, respectively) for sale by the Company general registration of Shares or by any other Person)equity securities of Company, or securities convertible into or exchangeable or exercisable for Shares or such other equity securities, it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination proposed filing to Executive (unless Executive is a Demanding Security Holder) at least thirty (30) days before the Holders requesting registration initial filing with the Commission of such Registration Statement, which notice shall set forth the number and thereupon type of securities proposed to be offered and a description of the intended method of disposition of such securities. The notice shall offer to include in such filing such number of Registrable Securities as Executive may request. In the event that Executive desires to have Registrable Securities registered under this Section 3, he shall advise Company shall be relieved in writing within twenty (20) days after the date of its obligation to register receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in connection with such registration. (c) The Company will not be required to effect any registration filing the number of shares of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy which registration is so requested, subject to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be next sentence, and shall use its best efforts to effect registration under the Securities Act of such Registrable Securities. If the managing underwriter for the offering) selected by the of a proposed public offering shall advise Company in writing that, in such firm's its opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and the distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Holders Company or such Demanding Security Holder would materially and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution of such securities by Company or price such Demanding Security Holder, then Executive shall reduce the amount of the securities he intended to be sold by the Company in the distribute through such offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that other Demanding Security Holders and other selling security holders on the basis of the number of shares proposed of Registrable Securities to be included offered for the account of Executive and such other selling security holders. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any Company. No registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section 3 shall relieve the Company of its obligations obligation to effect registrations of Registrable Securities pursuant to Sections 2 and 3under Section 2, or shall constitute a request for registration by Executive under Section 2.

Incidental Registration. (a) From and after the first anniversary of the IPO Closing Date, and before the tenth anniversary of the IPO Closing Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act to register any of its Ordinary Common Shares for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person), it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares securities solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Closing Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement3, to file a Registration Statement under the Securities Act to register any of its Ordinary Shares common equity securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person), it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use commercially reasonable efforts shall, subject to the other provisions of this Section 4, include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall in good faith determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely securities for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering the inclusion of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, to the registration of any of its securities on Form S-4 or S-8 or in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the If Company proposes, other than pursuant to Section 2 or 3 of this Agreement, at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to register any be offered in a transaction of its Ordinary Shares for public sale the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities (whether proposed to be offered for sale by the Company or by any other Persona "Registration Statement"), it will give prompt written notice to all Holders at least twenty (20) Business Days prior to the initial filing with the Commission of such Registration Statement, which notice shall specify set forth the intended method or methods of disposition) to disposition of the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended securities proposed to be disposed of registered by such Holder), the Company will use commercially reasonable efforts Company. The notice shall offer to include in such Registration Statement all filing the aggregate number of shares of Registrable Securities which as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within ten (10) Business Days after the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice receipt of such determination to offer from Company, setting forth the Holders requesting registration and thereupon the Company shall be relieved amount of its obligation to register such Registrable Securities for which registration is requested. Company shall thereupon include in connection with such registration. (c) The Company will not be required to effect any registration filing the number of shares of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy which registration is so requested, subject to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter for the offering) selected by the of a proposed public offering shall advise Company in writing that, in such firm's its opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and the distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Holders Company or such demanding security holder would materially and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution of such securities by Company or price such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration, but not the Company) shall reduce the amount of the securities each intended to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in distributed through such offering by the Holders on a pro rata basis (which reduced amount may be zero). Except as otherwise provided in Section 5, all expenses of such registration shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration borne by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such PersonsCompany. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the If Company proposes, other than pursuant to Section 2 or 3 of this Agreement, at any time proposes to file on its behalf and/or on behalf of any of its security holders, including without limitation, the Series 1 Holders, (collectively, the "Demanding Security Holders") a Registration Statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to register any be offered in a transaction of its Ordinary Shares for public sale the type referred to in Rule 145 under the Securities Act (whether proposed or to be offered employees of Company pursuant to any employee benefit plan, respectively) for sale by the Company general registration of Shares or by any other Person)equity securities of Company, or securities convertible into or exchangeable or exercisable for Shares or such other equity securities, it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination proposed filing to all Holders (other than those Holders, if any, who are Demanding Security Holders) at least thirty (30) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the number and type of securities proposed to be offered and a description of the intended method of disposition of such securities. The notice shall offer to include in such filing such number of Registrable Securities as such Holders requesting registration and thereupon may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within ten (10) Business Days after the Company shall be relieved date of its obligation to register receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in connection with such registration. (c) The Company will not be required to effect any registration filing the number of shares of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy which registration is so requested, subject to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be next sentence, and shall use its best efforts to effect registration under the Securities Act of such Registrable Securities. If the managing underwriter for the offering) selected by the of a proposed public offering shall advise Company in writing that, in such firm's its opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and the distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Holders Company or such Demanding Security Holder would materially and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution of such securities by Company or price such Demanding Security Holder, then each Holder participating in such registration shall reduce the amount of the securities it intended to be sold by the Company in the distribute through such offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with on the proportion that basis of the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this to be offered for the account of such Holder. Except as otherwise provided in Section incidental to5, the all expenses of such registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plansshall be borne by Company. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, at any time proposes to file on its behalf and/or on behalf of any of its security holders ("the demanding security holders") a Registration Statement under the Securities Act to register on any of its Ordinary Shares for public sale under the Securities Act form (whether proposed to be offered for sale by the Company other than a Registration Statement on Form S-4 or by S-8 or any similar or successor form or any other Personregistration statement relating to an exchange offer or offering of securities solely to the Company's existing security holders or employees), it will give prompt written notice to all Holders of Warrants or Warrant Stock at least twenty (20) days before the anticipated date of initial filing with the Commission of such Registration Statement, which notice shall specify set forth the Company's intention to effect such a registration, the class or series and number of equity securities proposed to be registered and the intended method or methods of disposition) to disposition of the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended securities proposed to be disposed of registered by such Holder), the Company will use commercially reasonable efforts Company. The notice shall offer to include in such Registration Statement all filing the aggregate number of shares of Registrable Securities which Securities, as such Holders may request. Nothing in this Section 9.4 shall preclude the Company has been so requested to register by from discontinuing the Holders. (b) If registration of its securities being effected on its behalf under this Section 9.4 at any time prior to the effective date of any Registration Statement described in subsection (a), the registration relating thereto. Each Holder desiring to have Registrable Securities registered under this Section 9.4 shall advise the Company shall determine for any reason not to proceed with such registration, in writing within fifteen (15) days after the Company may, at its election, give written notice date of receipt of such determination to offer from the Holders requesting registration and thereupon Company, setting forth the Company shall be relieved amount of its obligation to register such Registrable Securities in connection with such registration. (c) for which registration is requested. The Company will not be required to effect any registration shall thereupon include in such filing the number of shares of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy which registration is so requested, subject to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be next sentence, and shall use its best efforts to effect registration under the Securities Act of such securities. If the managing underwriter for the offering) selected by of a proposed public offering shall advise the Company in writing that, in such firm's its opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and the distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Holders Company or any demanding security holder would materially and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the such securities to be sold by the Company in or such demanding security holders, then all selling security holders shall reduce the offering, the aggregate number amount of Registrable Securities requested securities each intended to be included in distribute through such offering by the Holders shall be reduced on a pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Personsbasis. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, at any time (other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act Section 4) proposes to register any of its Ordinary Shares for public sale Common Stock under the Securities Act (whether proposed to be offered for sale by to the Company public, whether for its own account or by any for the account of other Personsecurity holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give prompt written notice (which notice shall specify the intended method or methods to all holders of disposition) to the Holders outstanding Restricted Stock of its intention so to do so, and upon do. Upon the written request of any Holder delivered to such holder, received by the Company within ten Business Days 10 business days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall specify state the number intended method of Registrable Securities intended to be disposed of by such Holderdisposition thereof), the Company will use commercially reasonable its best efforts to include in such Registration Statement all Registrable Securities cause the Restricted Stock as to which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities so requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold to be covered by the Company registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in such offering or adversely affect the price accordance with its written request) of such securities; but if Restricted Stock so registered. In the event that any registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering of less than all Common Stock, the number of the Registrable Securities requested to be registered by the Holders and other securities requested shares of Restricted Stock to be included in such registration an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such other Persons would not, in holders) if and to the extent that the managing underwriter shall be of the opinion of that such firm, inclusion would adversely affect the distribution or price marketing of the securities to be sold by the Company in the offeringtherein, the aggregate provided, however, that such number of Registrable Securities requested shares of Restricted Stock shall not be reduced if any shares are to be included in such offering by underwriting for the Holders shall be reduced pro rata account of any person other than the Company or requesting holders of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears this Section 3 without thereby incurring any liability to the number holders of shares proposed to be included in such registration by the Holders and all other such PersonsRestricted Stock. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From If Endo LLC, pursuant to that ----------------------- certain registration rights agreement, dated as of July 17, 2000, by and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if between the Company proposesand Endo LLC (the "Endo LLC Registration Rights Agreement"), other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under demands -------------------------------------- that the Securities Act to Company register any of its Ordinary Shares for public sale shares of Common Stock or any other of its common equity securities (collectively, "Other Securities") under the Securities Act (whether proposed for ---------------- sale for cash to be offered for sale by the Company or by any other Person)public under the Act, it then Endo LLC will at such time give prompt written notice to each any Management Stockholder or any of their respective Permitted Transferees (which notice shall specify the intended method or methods of dispositioneach, a "Holder") to the Holders of its intention to do soso ------ and of the rights of such Holder under this Section 7.1, and upon at least 20 days prior to the Company's anticipated filing date of the registration statement relating to such demand registration. Such notice shall offer each such Holder the opportunity to include in such registration statement such number of shares of Common Stock as such Holder may request, in accordance with this Section 7. 1. Upon the written request of any a Holder delivered to made within 10 days after the Company within ten Business Days after any such receipt of the Endo LLC's notice (which request shall specify the number of Registrable Securities shares of Common Stock intended to be disposed of by such Holderand the intended method of disposition thereof), Endo LLC will use its best efforts to cause the Company will use commercially reasonable efforts to include effect, in such Registration Statement connection with the registration of the Other Securities, the registration under the Act of all Registrable Securities shares of Common Stock which the Company has been so requested to register by register, to the Holders.extent required to permit the disposition (in accordance with such intended methods of disposition) of such shares of Common Stock so requested to be registered, provided that: -------- ---- (ba) If if, at any time after Endo LLC has given such written notice of the Company's intention to register any Other Securities pursuant to a demand by Endo LLC and prior to the effective date of any Registration Statement described the registration statement filed in subsection (a)connection with such demand registration, the Company Endo LLC shall determine for any reason not to proceed with demand such registration, the Company may, at its election, Endo LLC shall give written notice of such determination to the Holders requesting registration Holders, and thereupon the Company shall be relieved of its obligation to register such Registrable Securities the shares of Common Stock requested to be registered in connection with the demand registration of such registration.Other Securities; (cb) The Company will not if the registration referred to in the first sentence of Section 7.1(a) hereof is to be required to effect any an underwritten registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account on behalf of the Company if Company, and the managing underwriter(s) advises the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities such offering would be materially and adversely affected by the inclusion therein of any other of the Common Stock requested to be included therein, the Company shall include in such registration: (i) first, all securities for which Endo LLC has demanded registration ("Endo LLC Securities"), (ii) second, ------------------- up to the full number of shares of Common Stock requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale the Management Stockholders, which, in the good faith opinion of such firm, can be so sold without so materially and distribution adversely affecting such offering (and, if less than the full number of such shares of Common Stock, allocated pro rata among the Management Stockholders on the basis of the securities being sold by the Company in such offering or adversely affect the price number of such securities; but if an offering shares of less than all of the Registrable Securities requested to be registered by the Holders and other securities Common Stock requested to be included therein by the Management Stockholders); provided, however, that with respect to the Management -------- ------- Stockholders, if the underwriter in connection with such registration determines that such offering would be materially and adversely affected by the inclusion of Common Stock owned by the Management Stockholders for reasons including, but not limited to, the status of the owners of such securities as Management Stockholders such underwriter may in its sole discretion exclude all or, in such registration manner as either in its sole discretion deems appropriate, the Common Stock owned by Management Stockholders from such offering, and (iii) third, an amount of other Persons would notsecurities, if any, requested to be included therein in excess of the number or dollar amount of Company Securities and Common Stock of the Holders which, in the opinion of such firm, can be so sold without materially and adversely affect affecting such offering (allocated among the distribution or price holders of the such other securities to be sold by in such proportions as such holders and the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons.may agree); and (dc) The Company shall not be required to give notice of, or effect any no registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities Common Stock effected under this Section 7.1 shall relieve the Company of its obligations obligation to effect registrations a registration of Registrable Securities shares of Common Stock pursuant to Sections 2 and 3the Endo LLC Registration Rights Agreement.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the If Company proposes, other than pursuant to Section 2 or 3 of this Agreement, at any time proposes to file on its behalf and/or on behalf of any of its security holders (the “demanding security holders”) a Registration Statement registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to register any be offered in a transaction of its Ordinary Shares for public sale the type referred to in Rule 145 under the Securities Act (whether proposed or to be offered employees of Company pursuant to any employee benefit plan, respectively) for sale by the Company or by any other Person)general registration of securities, it will give prompt written notice (to all Holders at least 20 days before the initial filing with the Commission of such registration statement, which notice shall specify set forth the intended method or methods of disposition) to disposition of the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended securities proposed to be disposed of registered by such Holder), the Company will use commercially reasonable efforts Company. The notice shall offer to include in such Registration Statement all filing the aggregate number of shares of Registrable Securities which as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 Business Days after the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice receipt of such determination to offer from Company, setting forth the Holders requesting registration and thereupon the Company shall be relieved amount of its obligation to register such Registrable Securities for which registration is requested. Company shall thereupon include in connection with such registration. (c) The Company will not be required to effect any registration filing the number of shares of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy which registration is so requested, subject to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be next sentence, and shall use its reasonable best efforts to effect registration under the Securities Act of such shares. If the managing underwriter for the offering) selected by the of a proposed public offering shall advise Company in writing that, in such firm's its opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and the distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Holders Company or such demanding security holder would materially and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution of such securities by Company or price such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of the securities each intended to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in distribute through such offering by the Holders on a pro-rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration borne by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such PersonsCompany. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act at any time proposes to register any of its Ordinary Shares for public sale securities under the Securities Act (other than (x) by a registration on Form S-4 or S-8 or any successor or similar forms) or (y) pursuant to Section (A)) whether proposed to be offered for sale by its own account or for the Company account of the holder or by holders of any other Person)shares of the Company’s common stock, it will each such time give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders Holder of Registrable Securities of its intention to do so, so and upon of such Holder’s rights under this Section (B). Upon the written request of any Holder delivered to such holder made within twenty (20) days after the Company within ten Business Days after receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holderholder and the intended method of disposition thereof), the Company will use commercially reasonable its best efforts to include in such Registration Statement effect the registration under the Securities Act of the resale of all Registrable Securities which the Company has been so requested to register register, by inclusion of such Registrable Securities in the Holders. (b) If registration statement which covers the securities which the Company proposes to register; provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of any Registration Statement described the registration statement filed in subsection (a)connection with such registration, the Company shall determine for any reason either not to proceed with register or to delay registration of such registrationsecurities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the Holders requesting registration and thereupon the Company case of a determination not to register, shall be relieved of its obligation to register such any Registrable Securities in connection with such registration. registration (cbut not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder of Registrable Securities entitled to request that such registration be effected. No registration effected under this Section (B) shall relieve the Company of its obligation to effect any registration upon request under Section (A), nor shall any such registration hereunder be deemed to have been effected pursuant to Section (A). The Company will not be required to effect any pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of (B). If the Company if at any time proposes to register any of its securities under the Securities Act as contemplated by this Section (B) and such securities are to be distributed by or through one or more underwriters, the Company shall have been advised will, if requested by any holder of Registrable Securities as provided in writing this Section (with a copy B), use its best efforts to arrange for such underwriters to include all the Holders requesting registration) Registrable Securities to be offered and sold by a U.S. nationally recognized investment banking firm (which may such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter for the offering) selected by of such underwritten offering shall inform the Company that, in such firm's opinion, registration and holders of the Registrable Securities requesting such registration and all other holders of any other securities requested to be included in such registration in respect of such underwritten offering, by Persons having rights letter of its belief that inclusion in such distribution of all or a specified number of the securities proposed to include securities therein at that time may be distributed by such underwriters would interfere with an orderly sale and distribution the successful marketing of the securities being sold distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities and such other securities which may be distributed without such effect), then the Company in such offering or adversely affect the price may, upon written notice to all holders of such securities; but if an offering of less than all of the Registrable Securities requested and holders of such other securities, reduce pro rata (if and to extent stated by such managing underwriter to be registered by the Holders and other necessary to eliminate such effect) all securities that have been requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold statement by the Company in holder thereof so that the offering, the resultant aggregate number of Registrable Securities requested such securities so included in such registration, together with the number of securities to be included in such offering by the Holders registration for the account of the Company, shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears equal to the number of shares proposed to be included securities in such registration by the Holders and all other such Personsmanaging underwriter’s letter. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the If Company proposes, other than pursuant to Section 2 or 3 of this Agreement, at any time proposes to file on its behalf and/or on behalf of any of its security holders (the “demanding security holders”) a Registration Statement registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to register any be offered in a transaction of its Ordinary Shares for public sale the type referred to in Rule 145 under the Securities Act (whether proposed or to be offered employees of Company pursuant to any employee benefit plan, respectively) for sale by the Company or by any other Person)general registration of securities, it will give prompt written notice (to all Holders at least 20 days before the initial filing with the Commission of such registration statement, which notice shall specify set forth the intended method or methods of disposition) to disposition of the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended securities proposed to be disposed of registered by such Holder), the Company will use commercially reasonable efforts Company. The notice shall offer to include in such Registration Statement all filing the aggregate number of shares of Registrable Securities which as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within ten (10) Business Days after the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice receipt of such determination to offer from Company, setting forth the Holders requesting registration and thereupon the Company shall be relieved amount of its obligation to register such Registrable Securities for which registration is requested. Company shall thereupon include in connection with such registration. (c) The Company will not be required to effect any registration filing the number of shares of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy which registration is so requested, subject to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be next sentence, and shall use its reasonable best efforts to effect registration under the Securities Act of such shares. If the managing underwriter for the offering) selected by the of a proposed public offering shall advise Company in writing that, in such firm's its opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and the distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Holders Company or such demanding security holder would materially and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution of such securities by Company or price of such demanding security holder, then (i) the Company may sell the securities it proposes to sell, and (ii) to the extent additional securities may be sold by selling stockholders, all selling security holders (including the Company demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro - rata basis based on the amount each requested to have included in the offeringregistration statement. Except as otherwise provided in Section 5, the aggregate number all expenses of Registrable Securities requested to be included in such offering by the Holders registration shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration borne by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such PersonsCompany. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders"), a Registration Statement under the Securities Act on any form (other than a Demand Registration and other than on a Registration Statement on Form S-4 or S-8 or any successor form for securities to register any be offered in a transaction of its Ordinary Shares for public sale the type referred to in Rule 145 under the Securities Act (whether proposed or to be offered for sale by employees of the Company or by pursuant to any other Person)employee benefit plan, respectively) for the general registration of securities, it will give prompt written notice (thereof to all Holders, at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall specify set forth the intended method or methods of disposition) to disposition of the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended securities proposed to be disposed of registered by such Holder), the Company will use commercially reasonable efforts Company. The notice shall offer to include in such Registration Statement all filing the aggregate number of shares of Registrable Securities which as such holders thereof may request. Each Holder desiring to have Registrable Securities registered under this Section 4 shall advise the Company has been so requested to register by in writing within 10 Business Days after the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice receipt of such determination to offer from the Holders requesting registration and thereupon Company, setting forth the Company shall be relieved amount of its obligation to register such Registrable Securities in connection with such registration. (c) for which registration is requested. The Company will not be required to effect any registration shall thereupon include in such filing the number of shares of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy which registration is so requested, subject to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter for the offering) selected by of a proposed underwritten offering shall advise the Company in writing that, in such firm's its opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and the distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Holders Company or such demanding security holder would materially and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the such securities to be sold by the Company in or such demanding security holder, then all selling security holders (including the offering, demanding security holder) shall reduce the aggregate number amount of Registrable Securities requested securities each intended to be included in distribute through such offering on a pro rata basis. Except as otherwise provided in Section 7 hereof, all expenses of such registration shall be borne by the Company. This Section 4 shall not apply to a Qualified Public Offering unless the Demand Holders request to register their Registrable Securities, then all Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed entitled to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of register their Registrable Securities pursuant to Sections 2 this Section 4, subject to the penultimate sentence of the above paragraph immediately preceding this paragraph. If a registration under this Section 4 is an underwritten offering, all holders whose Securities are included therein shall be obligated to sell their securities on the same terms and 3conditions as apply to the securities being issued and sold generally in such underwriting.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the If Company proposes, other than pursuant to Section 2 or 3 of this Agreement, at any time proposes to file on its behalf and/or on behalf of any of its security holders (the “demanding security holders”) a Registration Statement registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to register any be offered in a transaction of its Ordinary Shares for public sale the type referred to in Rule 145 under the Securities Act (whether proposed or to be offered employees of Company pursuant to any employee benefit plan, respectively) for sale by the Company or by any other Person)general registration of securities, it will give prompt written notice (to all Holders at least 20 days before the initial filing with the Commission of such registration statement, which notice shall specify set forth the intended method or methods of disposition) to disposition of the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended securities proposed to be disposed of registered by such Holder), the Company will use commercially reasonable efforts Company. The notice shall offer to include in such Registration Statement all filing the aggregate number of shares of Registrable Securities which as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within ten (10) Business Days after the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice receipt of such determination to offer from Company, setting forth the Holders requesting registration and thereupon the Company shall be relieved amount of its obligation to register such Registrable Securities for which registration is requested. Company shall thereupon include in connection with such registration. (c) The Company will not be required to effect any registration filing the number of shares of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy which registration is so requested, subject to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be next sentence, and shall use its reasonable best efforts to effect registration under the Securities Act of such shares. If the managing underwriter for the offering) selected by the of a proposed public offering shall advise Company in writing that, in such firm's its opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and the distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Holders Company or such demanding security holder would materially and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution of such securities by Company or price such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of the securities each intended to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in distribute through such offering by the Holders on a pro-rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration borne by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such PersonsCompany. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a1) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act at any time proposes to register any of its Ordinary Shares for public sale securities under the Securities Act (other than a registration on Form S-4 or S-8 or any similar or successor form to such forms) whether proposed or not pursuant to be offered registration rights granted to other holders of its securities and whether or not for sale by for its account, the Company or by any other Person), it will give shall deliver prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders Investors of its intention to do soundertake such registration, describing in reasonable detail the proposed registration and distribution and of such Investor’s right to participate in such registration under this Section II.2(b) as hereinafter provided. Subject to the other provisions of this Section II.2(b), upon the written request of any Holder delivered to each Investor made within 7 days after the Company within ten Business Days after any receipt of such written notice (which request shall specify the number amount of Registrable Securities intended to be disposed registered on behalf of by such HolderInvestor and the intended method of disposition thereof), the Company will shall use commercially its reasonable efforts to include in such Registration Statement effect the registration under the 1933 Act of all Registrable Securities requested by Investors to be so registered (an “Incidental Registration”), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company has been so requested proposes to register by the Holders. (b) If register. Each Investor may, at any time at least two Business Day’s prior to the effective date of any the Registration Statement described (and for any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion. (2) 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 subsection (a)connection with such Incidental Registration, the Company shall determine for any reason not to proceed with register or to delay registration of such registrationsecurities, the Company may, at its election, give written notice of such determination to each participating Investor and, thereupon, (A) in the Holders requesting registration and thereupon case of a determination not to register, the Company shall be relieved of its obligation to register such any Registrable Securities in connection with such registration and (B) in the case of a determination to delay such registration, the Company shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other securities. (c3) The Company will not be required to effect any registration If an Incidental Registration involves an Underwritten Offering, and the sole or the lead managing Underwriter, as the case may be, of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of such Underwritten Offering shall advise the Company if the Company shall have been advised in writing (with a copy to the Holders each Investor requesting registration) by a U.S. nationally recognized investment banking firm that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in such registration exceeds the amount which can be sold in such offering without interfering with the successful marketing of the securities being offered (such writing to state the approximate number of such securities which may be included in such offering without such effect), or, in the managing underwriter for case of an Incidental Registration not involving an Underwritten Offering, the offeringCompany shall reasonably determine (and notify the Investors), after consultation with an investment banking firm, that the amount of securities (including Registrable Securities) selected proposed to be sold in such offering exceeds the number which can be sold in such offering within a price range acceptable to the Company, the Company shall include in such registration, to the extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration initiated by the Company, (A) first, the securities that the Company thatproposes to register for its own account, in such firm's opinion(B) second, registration of the Registrable Securities and of any other securities requested to be included in such registration by Persons having rights the Investors, allocated pro rata in proportion to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering registration by each of them, and (C) third, other securities of the Holders shall Company to be reduced registered on behalf of any other Person, allocated pro rata in accordance with the proportion that to the number of shares proposed securities requested to be included in such registration by each of them; and (ii) in the case of a registration initiated by a Person(s) other than the Company or the Investors, (A) first, the securities of the Company to be registered on behalf of such initiating Person(s), (B) second, the securities that the Company proposes to register for its own account, and (C) third, Registrable Securities requested to be included in such registration by the Holders bears Investors and other securities requested to be included by any other Person, allocated pro rata in proportion to the number of shares proposed securities requested to be included in such registration by the Holders and all other such Personseach of them. (d4) The Company shall not be required to give notice ofIf the Incidental Registration is, in whole or effect in part, an Underwritten Offering, any registration of Registrable Securities request by Investors under this Section incidental to, II.2(b) must specify that the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve be included in the underwriting on the same terms and conditions as the securities of the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3otherwise being sold through Underwriters under such registration.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Closing Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement3, to file a Registration Statement under the Securities Act to register any of its Ordinary Shares common equity securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person), it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so, and upon the written request of any Holder the Holders' Agent delivered to the Company within ten Business Days after any such notice (which request shall identify the Holders that wish to dispose of Registrable Securities pursuant to such Registration Statement and specify the number of Registrable Securities intended to be disposed of by each such Holder), the Company will use commercially reasonable efforts shall, subject to the other provisions of this Section 4, include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders' Agent. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall in good faith determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration Holders' Agent and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely securities for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registrationHolders' Agent) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by other Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering the inclusion of less than all of the Registrable Securities requested to be registered by the Holders Holders' Agent and other securities requested to be included in such registration by such other Persons having rights to include securities therein at that time would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders (through the Holders' Agent) shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such PersonsPersons having rights to include securities therein at that time. The reduction attributable to the Holders shall be allocated among Holders by the Holders' Agent, whose determination shall be conclusive. (d) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of securities for the account of any former stockholders of Digital Television Services, Inc. (the "DTS Holders"), pursuant to the Registration Rights Agreement dated April 27, 1998, among the Company and certain former stockholders of Digital Television Services, Inc. (the "DTS Registration Rights Agreement") if the Company shall have been advised in writing (with a copy to the Holders' Agent) by a nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the DTS Holders that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by other persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the DTS Holders in such offering or adversely affect the price of such securities; but if the inclusion of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by other Persons having rights to include securities therein at that time would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the DTS Holders in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by Holders bears to the number of shares proposed to be included in such registration by Holders and all such other Persons (other than the DTS Holders) having rights to include securities therein at that time. The reduction attributable to the Holders shall be allocated among Holders by the Holders' Agent, whose determination shall be conclusive. (e) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, to the registration of any of its securities on Form S-4 or S-8 or in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (ef) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (ai) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if Right to Include Registrable Securities. If at any time the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act proposes to register any of its Ordinary Shares for public sale Related Securities under the Securities Act (whether proposed other than (A) any registration of public sales or distributions solely by and for the account of the Company of securities issued (x) pursuant to be offered for sale any employee benefit or similar plan, including employee stock and stock option plus, or any dividend reinvestment plan or (y) in any acquisition by the Company or by any other Person(B) pursuant to Section 2(a) hereof), either in connection with a primary offering for cash for the account of the Company or a secondary offering or a combination thereof, the Company will, each time it will intends to effect such a registration, give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders Holder at least ten (10) business days prior to the initial filing of a Registration Statement with the SEC pertaining thereto, informing the Holder of its intention intent to do so, file such Registration Statement and upon of the Holder's rights to request the registration of the Registrable Securities held by the Holder under this Section 2(b) (the "Company Notice"). Upon the written request of any the Holder delivered to the Company made within ten Business Days seven (7) business days after any such notice Company Notice is given (which request shall specify the number of Registrable Securities intended to be disposed of by such Holderthe Holder and, unless the applicable registration is intended to effect a primary offering of Class A Common Stock for cash for the account of the Company, the intended method of distribution thereof), the Company will use commercially its reasonable best efforts to include in such Registration Statement effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders. Holder to the extent required to permit the disposition (bin accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company's intended method of distribution) If of the Registrable Securities so requested to be registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Incidental Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Incidental Registration Statement by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of any the Incidental Registration Statement described filed in subsection (a)connection with such registration, the Company shall determine for any reason not to proceed with register or to delay registration of such registrationsecurities, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon Holder and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register such any Registrable Securities in connection with such registration. registration (c) The Company will but not be required from its obligation to effect any registration of Registrable Securities pursuant to this Section pay the Registration Expenses incurred in connection with an offering therewith) and (B) in the case of Ordinary Shares solely for the account of the Company if a determination to delay such registration, the Company shall have been advised in writing (with a copy be permitted to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, delay registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by Incidental Registration Statement for the Holders same period as the delay in registering such other securities. The registration rights granted pursuant to the provisions of this Section 2(b) shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears addition to the number registration rights granted pursuant to the other provisions of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans2. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From If Endo LLC, pursuant to that certain ----------------------- registration rights agreement, dated as of ______ __, 2000, by and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if between the Company proposesand Endo LLC (the "Endo LLC Registration Rights Agreement"), other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under demands --------------------------------------- that the Securities Act to Company register any of its Ordinary Shares for public sale shares of Common Stock or any other of its common equity securities (collectively, "Other Securities") under the Securities Act (whether proposed for ---------------- sale for cash to be offered for sale by the Company or by any other Person)public under the Act, it then Endo LLC will at such time give prompt written notice to each any Management Stockholder or any of their respective Permitted Transferees (which notice shall specify the intended method or methods of dispositioneach, a "Holder") to the Holders of its intention to do soso ------ and of the rights of such Holder under this Section 7.1, and upon at least 20 days prior to the Company's anticipated filing date of the registration statement relating to such demand registration. Such 1. Upon the written request of any a Holder delivered to made within 10 days after the Company within ten Business Days after any such receipt of the Endo LLC's notice (which request shall specify the number of Registrable Securities shares of Common Stock intended to be disposed of by such Holderand the intended method of disposition thereof), Endo LLC will use its best efforts to cause the Company will use commercially reasonable efforts to include effect, in such Registration Statement connection with the registration of the Other Securities, the registration under the Act of all Registrable Securities shares of Common Stock which the Company has been so requested to register by register, to the Holders.extent required to permit the disposition (in accordance with such intended methods of disposition) of such shares of Common Stock so requested to be registered, provided that: -------- ---- (ba) If if, at any time after Endo LLC has given such written notice of the Company's intention to register any Other Securities pursuant to a demand by Endo LLC and prior to the effective date of any Registration Statement described the registration statement filed in subsection (a)connection with such demand registration, the Company Endo LLC shall determine for any reason not to proceed with demand such registration, the Company may, at its election, Endo LLC shall give written notice of such determination to the Holders requesting registration Holders, and thereupon thereup on the Company shall be relieved of its obligation to register such Registrable Securities the shares of Common Stock requested to be registered in connection with the demand registration of such registration.Other Securities; (cb) The Company will not if the registration referred to in the first sentence of Section 7.1(a) hereof is to be required to effect any an underwritten registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account on behalf of the Company if Company, and the managing underwriter(s) advises the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities such offering would be materially and adversely affected by the inclusion there in of any other of the Common Stock requested to be included therein, the Company shall include in such registration: (i) first, all securities for which Endo LLC has demanded registration ("Endo LLC Securities"), (ii) second, ------------------- up to the full number of shares of Common Stock requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale the Management Stock holders, which, in the good faith opinion of such firm, can be so sold without so materially and distribution adversely affecting such offering (and, if less than the full number of such shares of Common Stock, allocated pro rata among the Management Stockholders on the basis of the securities being sold by the Company in such offering or adversely affect the price number of such securities; but if an offering shares of less than all of the Registrable Securities requested to be registered by the Holders and other securities Common Stock requested to be included therein by the Management Stockholders); provided, -------- however, that with respect to the Management Stockholders, if the underwriter in ------- connection with such registration deter mines that such offering would be materially and adversely affected by the inclusion of Common Stock owned by the Management Stockholders for reasons including, but not limited to, the status of the owners of such securities as Management Stockholders such underwriter may in its sole discretion exclude all or, in such registration manner as either in its sole discretion deems appropriate, the Common Stock owned by Management Stockholders from such offering, and (iii) third, an amount of other Persons would notsecurities, if any, requested to be included therein in excess of the number or dollar amount of Company Securities and Common Stock of the Holders which, in the opinion of such firm, can be so sold without materially and adversely affect affecting such offering (allocated among the distribution or price holders of the such other securities to be sold by in such proportions as such holders and the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons.may agree); and (dc) The Company shall not be required to give notice of, or effect any no registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities Common Stock effected under this Section 7.1 shall relieve the Company of its obligations obligation to effect registrations a registration of Registrable Securities shares of Common Stock pursuant to Sections 2 and 3the Endo LLC Registration Rights Agreement.

Incidental Registration. (a) From and after Notwithstanding the first anniversary fact that all of the IPO Date, and before Registrable Securities may be registered under the tenth anniversary of the IPO DateShelf Registration Statement, if at any time the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act proposes to register any of its Ordinary Shares for public sale Related Securities under the Securities Act (whether proposed to be offered other than in connection with any acquisition or business combination transaction and other than in connection with stock options and other stock-based employee benefit plans and compensation) either in connection with a primary offering for sale by cash for the account of the Company, a secondary offering or a combined primary and secondary offering, the Company or by any other Person)will each time it intends to effect such a registration, it will give prompt written notice (which notice shall specify the intended method or methods of dispositiona "Company Notice") to all Holders of Registrable Securities at least 20 business days prior to the initial filing of a registration statement with the SEC pertaining thereto, informing such Holders of its intention intent to do so, file such registration statement and upon of the Holders' right to request the registration of the Registrable Securities held by the Holders. Upon the written request of any Holder delivered to the Company Holders made within ten Business Days 15 business days after any such notice Company Notice is given (which request shall specify the number of Registrable Securities intended to be disposed of by such HolderHolder and, unless the applicable registration is intended to effect a primary offering of Common Stock for cash for the account of the Company, the intended method of distribution thereof), the Company will use its commercially reasonable efforts to include in such Registration Statement effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders. Holders to the extent required to permit the disposition (bin accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company's intended method of distribution) If of the Registrable Securities so requested to be registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the registration statement filed by the Company, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such registration statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of any Registration Statement described the registration statement filed in subsection (a)connection with such registration, the Company shall determine for any reason not to proceed with register or to delay such registrationregistration of the securities, the Company may, at its election, shall give written notice of such determination to each Holder of Registrable Securities and, thereupon, (A) in the Holders requesting registration and thereupon case of a determination not to register, the Company shall be relieved of its obligation to register such any Registrable Securities in connection with such registration. registration (c) The Company will but not be required from its obligation to effect any registration of Registrable Securities pursuant to this Section pay the Registration Expenses incurred in connection with an offering therewith), and (B) in the case of Ordinary Shares solely for the account of the Company if a determination to delay such registration, the Company shall have been advised in writing (with a copy be permitted to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, delay registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such registration statement for the same period as the delay in registering such other securities. The registration rights granted pursuant to the provisions of this Section 3.2 shall be in addition to the registration rights granted pursuant to the other provisions of Article III. (b) If, in connection with a Registration Statement pursuant to this Section 3.2, the Underwriters' Representative of the offering registered thereon shall inform the Company and the Holders in writing that in its opinion there is a Maximum Number of shares of Common Stock that may be included therein; then (a) in the event such Registration Statement relates to an offering initiated by the Holders shall Company of Common Stock being offered for the account of the Company, the Company may include in such registration the number of shares it proposes to offer and, if such number is less than the Maximum Number, then the number of shares of Common Stock requested to be included by any Person other than the Company (including the Holders) may be reduced, pro rata in proportion to the respective number of shares of Common Stock owned by such Persons, to the extent necessary to reduce the respective total number of shares of Common Stock requested to be included in such offering to the Maximum Number of shares of Common Stock recommended by such Underwriters' Representative and (b) in the event such a Registration Statement is initiated by any Person other than the Company, except to the extent modified with the consent of the Holders, the number of shares of Common Stock requested to be included by such Person and any other Person (including the Holders) may be reduced pro rata in accordance with proportion to the proportion that the respective number of shares proposed of Common Stock owned by such Persons, to the extent necessary to reduce the respective total number of shares of Common Stock requested to be included in such registration by the Holders bears offering to the number of shares proposed to be included in such registration by the Holders and all other such PersonsMaximum Number. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "Registering Security Holders") a Registration Statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to register any be offered in a transaction of its Ordinary Shares for public sale the type referred to in Rule 145 under the Securities Act (whether proposed or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities to be offered sold for sale by cash with respect to any class of equity security (as defined in Section 3(a)(11) of the Company or by any other Person)Securities Exchange Act) of the Company, it will give prompt written notice (to the Investor at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall specify set forth the intended method or methods of disposition) to disposition of the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended securities proposed to be disposed of registered by such Holder), the Company will use commercially reasonable efforts Company. The notice shall offer to include in such Registration Statement all Registrable Securities which filing the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date aggregate number of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration shares of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for as the account of the Company if the Investor may request. The Company shall have been advised thereupon include in writing (with a copy such filing the number of shares of Registrable Securities for which registration is so requested, subject to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter for the offering) selected by of a proposed public offering shall advise the Company in writing that, in such firm's its opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and the distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such Registering Security Holder would materially and adversely affect the distribution of such securities by the Company or such Registering Security Holder, then all Registering Security Holders and other shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. If, after excluding all securities desired to be offered by the Registering Security Holders, the managing underwriter of the proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the Registrable securities requested to be included in such the registration concurrently with the securities being registered by such other Persons the Company would not, in the opinion of such firm, materially and adversely affect the distribution or price of such securities, then the securities to be sold by Investor shall reduce the Company in the offering, the aggregate number amount of Registrable Securities requested it intends to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears distribute to the number of shares proposed extent necessary to be included in permit such registration by the Holders and all other such Personsdistribution. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act proposes to register any of its Ordinary Shares securities for public sale under (other than a registration relating to the Securities Act (whether proposed sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan including a registration statement on Form S-8, an exchange offer, a Rule 145 transaction or in connection with the acquisition of the assets or shares of or merger or consolidation with another company), and the registration form to be offered used may also be used for sale by the Company or by any other Person)registration of the Registrable Stock, then it will shall give prompt written notice (which notice shall specify the intended method or methods of disposition) a "Piggyback Notice"), at its expense, to the all Holders then holding Registrable Stock of its intention to do soso at least 10 business days prior to the filing of a registration statement with respect to such registration with the Commission. The Company shall specify in the Piggyback Notice the form and manner of, and upon the written request of other relevant facts involved in, such proposed registration. If any Holder delivered desires to dispose of all or part of its Registrable Stock in such registration, it shall deliver to the Company Company, within ten Business Days 10 business days after any receipt of the Piggyback Notice, written notice of such notice (which request shall specify stating the number of shares of Registrable Securities intended Stock so proposed to be disposed of sold by such Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If . Any Holder may withdraw its request for inclusion at any time prior to five days prior to the effective date of any Registration Statement described in subsection (a), the registration statement for such registration. The Company shall determine for use its commercially reasonable efforts (and, in any reason not event, shall comply with the provisions of Section 6) to proceed with cause all shares of Registrable Stock specified in such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights registration, subject, however, to include the limitations set forth in Section 3 and provided that, for purposes of this sentence, commercially reasonable efforts shall not require the Company or any other seller of securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by Company (other than a Holder of Registrable Stock), to reduce the Company in such offering amount or adversely affect the sale price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) so registered. No registration of Registrable Securities Stock effected under this Section 2 shall relieve the Company of its obligations obligation to effect registrations registration of Registrable Securities Stock upon the request of the Initiating Shareholder pursuant to Sections 2 and 3Section 4.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act to register any of its Ordinary Shares for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person), it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If at any time prior to October 31, 1998 the effective date of any Buyer proposes to file a Registration Statement described in subsection (aother than pursuant to Section 2), the Company shall determine for any reason not to proceed with such registration, the Company mayit will, at its electionleast 14 days prior to such filing, give written notice to all Company Stockholders of its intention to do so and, upon the written request of a Company Stockholder or Company Stockholders given within 10 days after the Buyer provides such notice (which request shall state the intended method of disposition of such determination Registrable Shares), the Buyer shall use its best efforts to cause all Registrable Shares which the Buyer has been requested by such Company Stockholder or Company Stockholders to register to be promptly registered under the Securities Act to the Holders requesting extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Company Stockholder or Company Stockholders; provided that the Buyer shall have the right to postpone or withdraw any registration effected pursuant to this Section 3 without obligation to any Company Stockholder. (b) In connection with any registration under this Section 3 involving an underwriting, the Buyer shall not be required to include any Registrable Shares in such registration unless the holders thereof accept the terms of the underwriting as agreed upon between the Buyer and the underwriters selected by it. If in the written advice of the managing underwriter (a copy of which is provided to the Buyer and the holders of the Registrable Shares requested to be included in the offering) it is appropriate because of marketing factors to limit the number of Registrable Shares to be included in the offering, then the Buyer shall be required to include in the registration only that number of Registrable Shares, if any, which the managing underwriter believes should be included therein. If the number of Registrable Shares to be included in the offering in accordance with the foregoing is less than the total number of shares which the holders of Registrable Shares have requested to be included, then the holders of Registrable Shares who have requested registration and thereupon other holders of securities entitled to include them in such registration shall participate in the Company registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the conversion into Common Stock of all securities convertible thereinto). If any holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be relieved of its obligation to register such Registrable Securities allocated among other requesting holders pro rata in connection with such registrationthe manner described in the preceding sentence. (c) The Company will not be required Notwithstanding anything to effect the contrary contained in this Section 3, in connection with any registration of under this Section 3 involving an underwriting, in the event that a Company Stockholder does not elect to sell his, her or its Registrable Securities Shares to the underwriters in connection with such offering, such holder shall refrain from selling such Registrable Shares so registered pursuant to this Section 3 during the period of distribution of the Buyer's securities by such underwriters and the period in which the underwriting syndicate participates in the aftermarket; provided however, that such holder shall, in any event, be entitled to sell its Registrable Shares in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of commencing on the securities being sold by 90th day after the Company in such offering or adversely affect the price effective date of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Personsstatement. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (ai) From and If at any time after the first anniversary of the IPO Datedate hereof, and before the tenth anniversary of the IPO Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act proposes to register any of its Ordinary Shares for public sale Common Stock under the Securities Act (whether proposed other than (A) any registration of public sales or distributions solely by and for the account of the Company of securities issued (x) pursuant to be offered any employee benefit or similar plan or any dividend reinvestment plan or (y) in any acquisition by the Company, or (B) pursuant to Sections 2(a) or (b) hereof), either in connection with a primary offering for sale by cash for the account of the Company or by any other Person)a secondary offering, the Company will, each time it will intends to effect such a registration, give prompt written notice (which notice shall specify the intended method or methods to all Holders of disposition) Registrable Securities at least 10 business days prior to the initial filing of a Registration Statement with the SEC pertaining thereto, informing such Holders of its intention intent to do so, file such Registration Statement and upon of the Holders' rights to request the registration of the Registrable Securities held by the Holders under this Section 2(c) (the "Company Notice"). Upon the written request of any Holder delivered to the Company made within ten Business Days 5 --------------- business days after any such notice Company Notice is given (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and such Holder's Permitted Transferees and, unless the applicable registration is intended to effect a primary offering of Common Stock for cash for the account of the Company, the intended method of distribution thereof), the Company will use commercially its reasonable best efforts to include in such Registration Statement effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holders to the Holders. extent required to permit the disposition (bin accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company's intended method of distribution) If of the Registrable Securities so requested to be registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Incidental Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Incidental Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of any the Incidental Registration Statement described filed in subsection (a)connection with such registration, the Company shall determine for any reason not to proceed with register or to delay registration of such registrationsecurities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, (A) in the Holders requesting registration and thereupon case of a determination not to register, the Company shall be relieved of its obligation to register such any Registrable Securities in connection with such registration. registration (c) The Company will but not be required from its obligation to effect any registration of Registrable Securities pursuant to this Section pay the Registration Expenses incurred in connection with an offering therewith), and (B) in the case of Ordinary Shares solely for the account of the Company if a determination to delay such registration, the Company shall have been advised in writing (with a copy be permitted to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, delay registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such Incidental Registration Statement for the same period as the delay in registering such other securities. (ii) If a registration pursuant to this Section 2(b) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Initial Holder of Registrable Securities requesting registration) on or before the date 5 days prior to the date then scheduled for such offering by that, in its opinion, the Holders shall be reduced pro rata in accordance with the proportion that the number amount of shares proposed securities (including Registrable Securities) requested to be included in such registration by exceeds the Holders bears amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, then the Company will include in such registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the number incidental registration rights of shares proposed any holder (including Holders), and second, the amount of other securities (including Registrable Securities) requested to be included in such registration that the Company is so advised can be sold in (or during the time of) such offering, allocated, if necessary, pro rata among the holders (including the Holders) thereof requesting such registration on the basis of the number of the securities (including Registrable Securities) beneficially owned at the time by the holders (including Holders) requesting inclusion of their securities; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders and all other not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Personsregistration. (diii) The Company shall not be required registration rights granted pursuant to give notice of, or effect any registration the provisions of Registrable Securities under this Section incidental to, 2(c) shall be in addition to the registration rights granted pursuant to the other provisions of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 32.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the If Company proposes, other than pursuant to Section 2 or 3 of this Agreement, at any time proposes to file on its behalf and/or on behalf of any of its security holders (the “demanding security holders”) a Registration Statement registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to register any be offered in a transaction of its Ordinary Shares for public sale the type referred to in Rule 145 under the Securities Act (whether proposed or to be offered employees of Company pursuant to any employee benefit plan, respectively) for sale by the Company or by any other Person)general registration of securities, it will give prompt written notice (to all Holders at least 20 days before the initial filing with the Commission of such registration statement, which notice shall specify set forth the intended method or methods of disposition) to disposition of the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended securities proposed to be disposed of registered by such Holder), the Company will use commercially reasonable efforts Company. The notice shall offer to include in such Registration Statement all filing the aggregate number of shares of Registrable Securities which as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 Business Days after the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice receipt of such determination to offer from Company, setting forth the Holders requesting registration and thereupon the Company shall be relieved amount of its obligation to register such Registrable Securities for which registration is requested. Company shall thereupon include in connection with such registration. (c) The Company will not be required to effect any registration filing the number of shares of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy which registration is so requested, subject to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be next sentence, and shall use its reasonable best efforts to effect registration under the Securities Act of such shares. If the managing underwriter for the offering) selected by the of a proposed public offering shall advise Company in writing that, in such firm's its opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and the distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Holders Company or such demanding security holder would materially and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution of such securities by Company or price such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration) shall reduce the amount of the securities each intended to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in distribute through such offering by the Holders on a pro-rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration borne by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such PersonsCompany. 4. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and If Company at any time after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, ----------------------- Effective Time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement registration statement -------------------------- under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to register any be offered in a transaction of its Ordinary Shares for public sale the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities (whether proposed to be offered for sale by the Company or by any other Persona "Registration Statement"), it will ---------------------- give prompt written notice to all Holders at least twenty (20) Business Days prior to the initial filing with the Commission of such Registration Statement, which notice shall specify set forth the intended method or methods of disposition) to disposition of the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended securities proposed to be disposed of registered by such Holder), the Company will use commercially reasonable efforts Company. The notice shall offer to include in such Registration Statement all filing the aggregate number of shares of Registrable Securities which as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within ten (10) Business Days after the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice receipt of such determination to offer from Company, setting forth the Holders requesting registration and thereupon the Company shall be relieved amount of its obligation to register such Registrable Securities for which registration is requested. Company shall thereupon include in connection with such registration. (c) The Company will not be required to effect any registration filing the number of shares of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy which registration is so requested, subject to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter for the offering) selected by the of a proposed public offering shall advise Company in writing that, in such firm's its opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and the distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Holders Company or such demanding security holder would materially and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution of such securities by Company or price such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration, but not the Company) shall reduce the amount of the securities each intended to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in distributed through such offering by the Holders on a pro rata basis (which reduced amount may be zero). Except as otherwise provided in Section 5, all expenses of such registration shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration borne by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such PersonsCompany. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (ai) From and after If Company at any time following the first anniversary occurrence of the IPO Date, and before the tenth anniversary an Event of the IPO Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act Default proposes to register any of its Ordinary shares of Common Stock ("Shares") or any options, warrants or other rights to acquire, or securities convertible into or exchangeable for Shares (the "Priority Securities") under the Securities Act (other than a registration, (A) relating to shares issuable upon exercise of employee share options or in connection with any employee benefit or similar plan of Company, (B) in connection with an acquisition by Company of another company, or (C) pursuant to the Madeleine Agreement) in a manner which would permxx xxxxxxration of Registrable Securities for sale to the public sale under the Securities Act (whether proposed to be offered or not for sale by the Company or by any other Personfor its own account), it will shall each such time give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders Holder of its intention to do soso and of Holder's rights under this Section 2(b), and upon at least 30 calendar days prior to the anticipated filing date of the registration statement relating to such registration. Such notice shall offer Holder the opportunity to include in such registration statement such number of Registrable Securities as Holder may request. Upon the written request of any Holder delivered to made within 20 calendar days after the Company within ten Business Days after any such receipt of Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of by such HolderHolder and the intended method of disposition thereof), the Company will use commercially reasonable its best efforts to include in such Registration Statement effect the registration under the Securities Act of all Registrable Securities which the that Company has been so requested to register by Holder; provided, however, that (A) if such registration involves an underwritten offering, Holder must sell its Registrable Securities to the Holders. underwriters selected by Company on the same terms and conditions as apply to Company, and (bB) If if, at any time after giving written notice pursuant to this Section 2(b)(i) of its intention to register any Priority Securities and prior to the effective date of any Registration Statement described the registration statement filed in subsection (a)connection with such registration, the Company shall determine for any reason not to proceed with register such registrationPriority Securities, the Company may, at its election, shall give written notice of such determination to the Holders requesting registration Holder and shall thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration pursuant to this Section 2(b) involves an underwritten public offering, Holder may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such Registrable Securities in connection with such registration. (c) The . Company will not be required to effect any shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company 2(b). However, Holder shall pay all underwriting discounts and commissions and transfer taxes, if the Company shall have been advised in writing (with a copy any, relating to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration sale or disposition of its Registrable Securities and of any other securities requested pursuant to be included in such a registration by Persons having rights statement effected pursuant to include securities therein at that time may interfere with an orderly sale and distribution of this Section 2(b). Notwithstanding the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would notforegoing, in the opinion event that such Event of such firm, adversely affect Default giving rise to the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata registration rights under this Section 2(b) is cured in accordance with the proportion that provisions of the number of shares proposed to be included in such registration by the Holders bears Credit Agreement prior to the number taking of shares proposed any action by Holder to be included in such registration by sell or otherwise dispose of all or any part of the Holders and all other such Persons. (d) The Company Registrable Securities, then Holder shall not be required have the right to give notice of, or effect any request the registration of all or part of the Registrable Securities under this Section incidental to, 2(b) (a) unless and until the registration occurrence of any a subsequent Event of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plansDefault. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act at any time proposes to register any of its Ordinary Shares for public sale securities under the Securities Act on Form X-0, X-0 or S-3 or the equivalent (otherwise than to register debt securities under Form S-3, or any comparable successor form), whether proposed to be offered for sale by of its own accord or at the Company request of any holder or by any other Person)holders of such securities, it will each such time give prompt written notice (which notice shall specify the intended method or methods to all holders of disposition) to the Holders outstanding Restricted Securities of its intention so to do so, and upon do. Upon the written request of any Holder delivered to the Company within ten Business Days after a holder or holders of any such notice (which request shall specify the number Restricted Securities given within 30 days after receipt of Registrable Securities intended to be disposed of by any such Holder)notice, the Company will use commercially reasonable efforts to include in such Registration Statement cause all Registrable Securities Warrant Stock, the holder or holders of which the Company has been shall have so requested registration thereof, to register be registered under the Securities Act pursuant to such registration statement, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the prospective Holder or Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be Warrant Stock so registered. If the managing underwriter for the respective offering) selected by , if any, advises the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included writing that the inclusion in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering some or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested Warrant Stock sought to be registered by the Holder or Holders in its opinion will cause the proceeds or the price per unit the Company or the requesting or demanding holder of securities will derive from such registration to be reduced or that the number of securities to be registered at the instance of the Company or such requesting or demanding holder plus the number of securities sought to be registered by the Holders and other securities requested is too large a number to be included in such registration by such other Persons would notreasonably sold, in the opinion number of such firm, adversely affect the distribution or price of the securities sought to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders registered for each Holder shall be reduced pro rata rata, in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed securities sought to be included registered by all Holders, to the extent necessary to reduce the number of securities to be registered to the Recommended Number, subject at all times to those registration rights granted to certain holders of the Company's securities set forth in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental toInvestors' Rights Agreement, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plansOxygen Subscription Agreement and the Guidance Registration Rights Agreement. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (ai) From and If at any time after the first anniversary of the IPO Datedate hereof, and before the tenth anniversary of the IPO Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act proposes to register any of its Ordinary Shares for public sale Common Stock under the Securities Act (whether proposed other than (A) any registration of public sales or distributions solely by and for the account of the Company of securities issued (x) pursuant to be offered any employee benefit or similar plan or any dividend reinvestment plan or (y) in any acquisition by the Company, or (B) pursuant to Sections 2(a) or (b) hereof), either in connection with a primary offering for sale by cash for the account of the Company or by any other Person)a secondary offering, the Company will, each time it will intends to effect such a registration, give prompt written notice (which notice shall specify the intended method or methods to all Holders of disposition) Registrable Securities at least 10 business days prior to the initial filing of a Registration Statement with the SEC pertaining thereto, informing such Holders of its intention intent to do so, file such Registration Statement and upon of the Holders' rights to request the registration of the Registrable Securities held by the Holders under this Section 2(c) (the "Company Notice"). Upon the written request of any Holder delivered to the Company made within ten Business Days 5 business -------------- days after any such notice Company Notice is given (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and such Holder's Permitted Transferees and, unless the applicable registration is intended to effect a primary offering of Common Stock for cash for the account of the Company, the intended method of distribution thereof), the Company will use commercially its reasonable best efforts to include in such Registration Statement effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holders to the Holders. extent required to permit the disposition (bin accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company's intended method of distribution) If of the Registrable Securities so requested to be registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Incidental Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Incidental Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of any the Incidental Registration Statement described filed in subsection (a)connection with such registration, the Company shall determine for any reason not to proceed with register or to delay registration of such registrationsecurities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, (A) in the Holders requesting registration and thereupon case of a determination not to register, the Company shall be relieved of its obligation to register such any Registrable Securities in connection with such registration. registration (c) The Company will but not be required from its obligation to effect any registration of Registrable Securities pursuant to this Section pay the Registration Expenses incurred in connection with an offering therewith), and (B) in the case of Ordinary Shares solely for the account of the Company if a determination to delay such registration, the Company shall have been advised in writing (with a copy be permitted to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, delay registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such Incidental Registration Statement for the same period as the delay in registering such other securities. (ii) If a registration pursuant to this Section 2(b) involves an Underwritten Offering of the securities so being registered, whether or not for sale for the account of the Company, and the sole Underwriter or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Initial Holder of Registrable Securities requesting registration) on or before the date 5 days prior to the date then scheduled for such offering by that, in its opinion, the Holders shall be reduced pro rata in accordance with the proportion that the number amount of shares proposed securities (including Registrable Securities) requested to be included in such registration by exceeds the Holders bears amount which can be sold in (or during the time of) such offering without adversely affecting the distribution of the securities being offered, then the Company will include in such registration first, all the securities entitled to be sold pursuant to such Registration Statement without reference to the number incidental registration rights of shares proposed any holder (including Holders), and second, the amount of other securities (including Registrable Securities) requested to be included in such registration that the Company is so advised can be sold in (or during the time of) such offering, allocated, if necessary, pro rata among the holders (including the Holders) thereof requesting such registration on the basis of the number of the securities (including Registrable Securities) beneficially owned at the time by the holders (including Holders) requesting inclusion of their securities; provided, however, that in the event the Company will not, by virtue of this paragraph, include in any such registration all of the Registrable Securities of any Holder requested to be included in such registration, such Holder may, upon written notice to the Company given within 3 days of the time such Holder first is notified of such matter, reduce the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities, if any, it desires to have included will be so included and the Holders and all other not so reducing shall be entitled to a corresponding increase in the amount of Registrable Securities to be included in such Personsregistration. (diii) The Company shall not be required registration rights granted pursuant to give notice of, or effect any registration the provisions of Registrable Securities under this Section incidental to, 2(c) shall be in addition to the registration rights granted pursuant to the other provisions of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 32.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, at any time (other than pursuant to Section 2 4 or 3 of this Agreement, to file a Registration Statement under the Securities Act Section 6) proposes to register any of its Ordinary Shares for public sale securities under the Securities Act (whether proposed to be offered for sale by to the Company public, whether for its own account or by any for the account of other Personsecurity holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give prompt written notice (which notice shall specify the intended method or methods to all holders of disposition) to the Holders outstanding Restricted Stock of its intention so to do so, and upon do. Upon the written request of any Holder delivered to such holder, received by the Company within ten Business Days thirty (30) days after the giving of any such notice (which request shall specify by the number Company, to register any of Registrable Securities intended to be disposed of by such Holder)its Restricted Stock, the Company will use commercially reasonable its best efforts to include in such Registration Statement all Registrable Securities cause the Restricted Stock as to which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities so requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold to be covered by the Company in such offering registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or adversely affect other disposition by the price holder of such securities; but if Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of less than all Common Stock, the number of the Registrable Securities requested to be registered by the Holders and other securities requested shares of Restricted Stock to be included in such registration an underwriting may be reduced pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such other Persons would not, in holders if and to the extent that the managing underwriter shall be of the opinion of that such firm, inclusion would adversely affect the distribution or price marketing of the securities to be sold by the Company in the offeringtherein, the aggregate provided, however, that such number of Registrable Securities requested shares of Restricted Stock shall not be reduced if any shares are to be included in such offering by underwriting for the Holders shall be reduced pro rata account of any person other than the Company or requesting holders of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears this Section 5 without thereby incurring any liability to the number holders of shares proposed to be included in such registration by Restricted Stock, and further, the Holders and all other such Persons. (d) The Company shall not be required required, pursuant to give notice of, or effect any registration of Registrable Securities under this Section incidental to5, the registration of to include any of its securities Restricted Stock in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities a Registration Statement if such Restricted Stock can then be sold pursuant to Sections 2 and 3Rule 144(k).

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than proposes to register any shares of Company Common Stock ("Other Securities") for public sale by the Company pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement an underwritten offering under the Securities Act to register any of its Ordinary Shares for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person), it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so, and upon the written request of any Holder Holders delivered to the Company within ten fifteen (15) Business Days after the giving of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), Holders and the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register include such Registrable Securities in connection with such registration. (c) Registration Statement. The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company 3(a) if the Company shall have been advised in writing (with a copy to the Holders requesting registrationSelling Holders) by a U.S. nationally recognized independent investment banking firm (which may be selected by the managing Company to act as lead underwriter for in connection with the offering) selected public offering of securities by the Company that, in such firm's opinion, a registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale by other holders would materially and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but Company's own scheduled offering, provided, however, that if an offering of less than some but not all of the Registrable Securities shares requested to be registered by the Holders Holder and other securities requested to be included in such registration by such other Persons holders would not, in the opinion of such firm, not adversely affect the distribution or price of the securities to be sold by the Company in the Company's offering, the aggregate number of Registrable Securities shares requested to be included in such offering by the Holders each selling holder shall be reduced pro rata in accordance with according to the proportion that total number of securities proposed to be sold by the selling holders taken as a whole. (b) If at the demand of any other Person but the Holder ("Other Person"), the Company proposes to register Other Securities for public sale pursuant to an underwritten offering under the Securities Act it will give prompt written notice to Holder of its intention to do so, and upon the written request of Holders delivered to the Company within fifteen (15) Business Days after the giving of any such notice which request shall specify the number of shares proposed Registrable Securities intended to be included in such registration disposed of by Holder and the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.include such

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act proposes to register any of its Ordinary Shares securities for public sale under (other than a registration relating to the Securities sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan including a registration statement on Form S-8, an exchange offer, a transaction subject to Rule 145 of the Act (whether proposed or in connection with the acquisition of the assets or shares of or merger or consolidation with another company), and the registration form to be offered used also may be used for sale by the Company or by any other Person)registration of the Registrable Securities, then it will shall give prompt written notice (which notice shall specify the intended method or methods a "Piggyback Notice"), at its expense, to all Holders of disposition) to the Holders Registrable Securities of its intention to do soso at least 10 business days prior to the initial filing of a registration statement with respect to such registration with the Commission. The Company shall specify in the Piggyback Notice the form and manner of, and upon the written request other relevant facts involved in, such proposed registration, including the estimated effective date of the registration statement for such registration (the "Estimated Effective Date"). If any Holder delivered desires to dispose of all or part of its Registrable Securities in such registration, it shall deliver to the Company Company, within ten Business Days 10 business days after any receipt of the Piggyback Notice, written notice of such notice (which request shall specify stating the number of shares of Registrable Securities intended so proposed to be disposed of sold by such Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If . Any Holder may withdraw its request for inclusion at any time prior to 15 business days prior to the effective date of any Registration Statement described in subsection (a), the Estimated Effective Date. The Company shall determine for any reason not use its commercially reasonable efforts to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration cause all shares of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, specified in such firm's opinion, registration of Registrable Securities and of any other securities requested written notice to be included in such registration by Persons having rights registration, subject, however, to include the limitations set forth in Section 3 and provided that, for purposes of this sentence, commercially reasonable efforts shall not require the Company or any other seller of securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by Company (other than a Holder of Registrable Securities), to reduce the Company in such offering amount or adversely affect the sale price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Personsso registered. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, at any time proposes to file on its behalf and/or on behalf of any of its security holders a Registration Statement under the Securities Act to register on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) for the general registration of its Ordinary Shares for public sale under the Securities Act (whether proposed Common Stock to be offered sold for sale by the Company or by any other Person), it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder)cash, the Company will use commercially reasonable efforts give written notice to include in the Holder (as hereinafter defined) at least thirty (30) days before the initial filing with the SEC of such Registration Statement all Registrable Securities Statement, which notice shall set forth the Company has been so requested intended method of disposition of the securities proposed to register be registered by the HoldersCompany. (b) If Upon the written request of the Holder given within fifteen (15) days after the date of receipt of such notice from the Company, the Company shall thereupon include in such filing the number of shares of Common Stock for which registration is so requested by the Holder, subject to subparagraph (c) below, and shall use its best efforts to effect registration under the Act of such shares. Anything contained herein to the contrary notwithstanding, the Company shall have the right to withdraw and discontinue registration of the Holder’s shares of Common Stock at any time prior to the effective date of any such Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with if such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registrationRegistration Statement is withdrawn or discontinued. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be If the managing underwriter for the offering) selected by of a proposed public offering shall advise the Company in writing that, in such firm's its opinion, registration the distribution of Registrable Securities and of any other securities the Common Stock requested to be included by the Holder in such registration by Persons having rights the registration, together with the shares of Common Stock of other persons who have exercised their right to include securities therein at that time may interfere their shares in the Registration Statement (collectively referred to as the “Aggregate Shares”), concurrently with an orderly sale and distribution of the other securities being sold registered by the Company in such offering or would materially and adversely affect the price distribution of such securities; but if an offering securities by the Company, then the Holder shall be entitled to register a proportion, as determined in subsection (c)(i) below, of less than all such number of Aggregate Shares as the managing underwriter determines may be included without such adverse effects (“Aggregate Underwriter Shares”), subject to the terms, exceptions and conditions of this Section 5. (i) The proportion of the Registrable Securities Aggregate Underwriter Shares which the Holder shall be entitled to register shall be equal to the ratio which the number of shares requested to be registered by the Holder bears to the Aggregate Shares. (d) It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Section 5 in respect of the securities which are to be registered at the request of any of the Holders (as hereinafter defined) that (i) such Holders shall furnish to the Company such information regarding the securities held by such Holders and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action taken by the Company, and (ii) such Holders shall enter into such agreements and undertakings (including indemnity agreements) with the Company and any underwriter of such offering as may be reasonably requested or as may be customary in connection with such an offering. For purposes hereof, the term “Holder” or “Holders” shall mean holders of the Company’s Common Stock who hold fully paid shares acquired in or as a result of the private offering described in the Summary Memorandum and persons who acquired such shares from such holders. (e) In the event of any registration of any of the Common Stock under the Act pursuant to this Section 5, the Company shall indemnify and hold harmless the Holders of such Common Stock, against any losses, claims, damages or liabilities, joint or several, to which such Holders may become subject under the Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any alleged untrue statement of any material fact contained, on the effective date thereof, in any Registration Statement under which such securities requested were registered under the Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (ii) any alleged omission to state therein a material fact required to be included stated therein or necessary to make the statements therein not misleading, and shall reimburse such Holders for any legal or any other expenses reasonably incurred by such Holders in connection with investigating or defending any such loss, claim, damage, liability or action; provided. however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any alleged untrue statement or alleged omission made in such registration Registration Statement, preliminary prospectus, prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Holders specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holders and shall survive the transfer of such securities by such Holders. (f) Each of the Holders, by acceptance thereof, agrees to indemnify and hold harmless the Company, its directors and officers and each other Persons would notperson, if any, who controls the Company against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or any such person may become subject under the Act or any other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon information in writing provided to the Company by such Holder specifically for use in the following documents and contained, on the effective date thereof, in any Registration Statement under which securities were registered under the Act at the request of such Holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto. (g) Notwithstanding the other provisions of Section 5, (i) the Company shall not be obligated to register the Common Stock of any of the Holders if, in the opinion of counsel to the Company, the sale or other disposition of such firmHolder’s Common Stock, adversely affect the distribution or price of the securities to be sold by the Company in the offeringmanner proposed by such Holder, may be effected without registering such Common Stock under the aggregate number of Registrable Securities requested to be included in such offering by Act; and (ii) the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required obligated to give notice of, or effect any registration of Registrable Securities under this Section incidental to, register the registration Common Stock of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve Holder if the Company has had a registration statement, under which such Holder had a right to have its Common Stock included pursuant hereto, declared effective within six months prior to the date of its obligations to effect registrations of Registrable Securities the request pursuant to Sections 2 and 3this Section.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If at any time the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act proposes to register any of its Ordinary Shares for public sale securities under the Securities Act of 1933, as amended (the "Securities Act"), whether proposed to be offered or not for sale by for its own account, on a form and in a manner which would permit registration of shares of Common Stock for sale to the Company or by any other Person)public under the Securities Act, it will each such time give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders each Holder of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration, and upon the written request of any a Holder (a "Participating Holder") delivered to the Company within ten Business Days 30 days after the giving of any such notice (which request shall specify the number shares of Registrable Securities Common Stock intended to be disposed of by such HolderParticipating Holder and the intended method of disposition thereof), the Company will use commercially reasonable efforts to include in such Registration Statement effect the registration under the Securities Act of all Registrable Securities shares of Common Stock which the Company has been so requested to register by Participating Holders to the Holders.extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the shares of Common Stock so to be registered, PROVIDED THAT: (bi) If if, at any time after giving such written notice of its intention to register any of its Securities and prior to the effective date of any Registration Statement described the registration statement filed in subsection (a)connection with such registration, the Company shall determine for any reason not to proceed with register such registrationsecurities, the Company may, at its election, give written notice of such determination to the Participating Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities any shares of Common Stock in connection with such registration.registration (but not from its obligation to pay the Registration Expenses already incurred in connection therewith as provided in subdivision (b) of this Section 2. 1); (cii) The the Company will shall not be required obligated to effect any registration of Registrable Securities pursuant to this Section in connection with an offering shares of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities Common Stock under this Section 2.l incidental to, to the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans, employee stock ownership plans or stock options option plans, thrift plans pension plans or other employee benefit or compensation plans; and (iii) the Company shall not be obligated to effect any registration of shares of Common Stock to the extent such shares are validly excluded from an underwritten distribution pursuant to Sections 2.2(b) and 2.2(c) of this Agreement. (eb) No The Company will pay all Registration Expenses in connection with each registration of Registrable Securities effected under shares of Common Stock requested by Participating Holders pursuant to this Section 2.1. The term "Registration Expenses" shall relieve mean all expenses incident to the Company's performance of or compliance with this Section 2 including, without limitation, all registration and filing fees; all costs incurred in connection with listing the Common Stock on any stock exchanges or with any market systems; all fees and expenses of complying with securities or blue sky laws; all printing expenses; the fees and disbursements of counsel for the Company, its independent public accountants, the underwriters (exclusive of underwriting discounts and commissions) and any other persons retained by the Company including the expenses of any special audits required by or incident to such performance and compliance; the reasonable fees and disbursements of one counsel for the Holders as a group, which counsel shall be chosen by the Participating Holders holding a majority of the shares of Common Stock (other than shares being sold for the Company's own account) to be sold in connection with the registration; and any allocation of Company personnel or other general overhead expenses of the Company or other expenses for the preparation of financial statements or other data prepared by the Company. Registration Expenses shall not include underwriting discounts and commissions and applicable transfer taxes, if any, payable pro rata with respect to all shares included in the distribution; each Holder shall bear its obligations to effect registrations pro rata portion of Registrable Securities pursuant to Sections 2 such discounts, commissions and 3taxes.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, at any time (other than pursuant to Section 2 3 or 3 of this Agreement, to file a Registration Statement under the Securities Act Section 5) proposes to register any of its Ordinary Shares for public sale securities under the Securities Act (whether proposed to be offered for sale by to the public, whether for its own account or for the account of other security holders or both (except for registration statements on Forms X-0, X-0 or any successor thereto or other registration statements relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or by any other Personsimilar plan or a Commission Rule 145 transaction or another form not available for registering the Registrable Securities for sale to the public), each such time it will give prompt written notice (which notice shall specify the intended method or methods to all holders of disposition) to the Holders outstanding Registrable Securities then outstanding of its intention to do so, and upon . Upon the written request of any Holder delivered to such holder, received by the Company within ten Business Days (10) days after the giving of any such notice (which request shall specify by the number Company, to register any of its Registrable Securities intended to be disposed of by such Holder)Securities, the Company will use commercially reasonable efforts to include in such Registration Statement all cause the Registrable Securities as to which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities so requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold to be covered by the Company in such offering registration statement proposed to be filed by the Company, all to the extent required to permit the sale or adversely affect other disposition by the price holder of such securities; but if Registrable Securities so registered. In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering of less than all Common Stock, the number of the shares of Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Securities owned by such other Persons would notholders, in after first allocating the available shares for registration to the Company) if and to the extent that the managing underwriter shall be of the opinion of that such firm, inclusion would adversely affect the distribution or price marketing of the securities to be sold by the Company in the offeringtherein; provided, the aggregate however, that such number of shares of Registrable Securities requested shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or holders of Registrable Securities; provided further, however, that in all underwritten public offerings other than the Company’s initial underwritten public offering by registered under the Holders Securities Act, in no event shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be Registrable Securities included in such registration by statement be reduced to less than thirty percent (30%) of the Holders bears to the number total amount of shares proposed to be securities included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect statement. For any registration requesting holder of Registrable Securities under this Section incidental towhich is a partnership or corporation, the registration partners, retired partners and shareholders of such requesting holder, or the estates and lineal descendants of any such partners and retired partners and any trusts for the benefit of any of its the foregoing persons shall be deemed to be a single “requesting holder,” any pro rata reduction with respect to such “requesting holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “requesting holder,” as defined in this sentence. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 4 prior to the effectiveness of such registration, whether or not any requesting holder has elected to include securities in connection with mergerssuch registration, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration without thereby incurring any liability to the holders of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3Securities.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if Each time the Company proposes, other than pursuant shall determine to Section 2 or 3 of this Agreement, to ----------------------- file a Registration Statement under in connection with the Securities Act to register proposed offer and sale for money of any its equity securities by it or any of its Ordinary Shares for public sale under the Securities Act (whether proposed to be offered for sale by security holders, the Company or by any other Person), it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention determination to do so, and upon all Holders. Upon the written request of any a Holder delivered to given within thirty (30) days after the Company within ten Business Days after giving of any such notice (which request shall specify by the number of Registrable Securities intended to be disposed of by such Holder)Company, the Company will use commercially reasonable its best efforts to include in cause all such Registration Statement all shares of Registrable Securities Stock, the Holders of which the Company has been have so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a)registration thereof, the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights Registration Statement, all to include securities therein at that time may interfere with an orderly the extent requisite to permit the sale and distribution of the securities being sold or other disposition by the Company in such offering prospective seller or adversely affect the price of such securities; but if an offering of less than all sellers of the Registrable Securities Stock. If the Registration Statement is to cover, in whole or in part, an underwritten distribution, the Company shall use its best efforts to cause the Registrable Stock requested for inclusion pursuant to be registered by the Holders and other securities requested this Section 3 to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In the event of any such registration by such other Persons would notunderwritten distribution pursuant to this Section 3, in the number of shares of Registrable Stock of the Holders may be reduced if and to the extent that the managing underwriter shall be of the opinion of that such firm, inclusion would adversely affect the distribution or price marketing of the securities to be sold by the Company or another shareholder of the Company therein or that such reduction is otherwise advisable; provided, however, that any such reduction shall be accomplished first pro rata by excluding shares to be sold by all Holders of Registrable Stock and any other Persons to whom registration rights are granted by the Company ("Other Persons") based upon the number of shares of Registrable Stock then held by such Other Persons eligible for inclusion in such registration (unless otherwise agreed by the Company and such Other Persons) and then, second, by excluding shares to be sold by Preferred Shareholders. Notwithstanding the foregoing provisions, the Company may withdraw any Registration Statement referred to in this Section 3 without thereby incurring any liability to holders of shares of Registrable Stock. In addition, whenever a registration pursuant to this Section 3 is for an underwritten offering, the aggregate number of Registrable Securities requested only shares which are to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to underwriting may be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plansunless the managing underwriter consents otherwise. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (ai) From and after If, during the first anniversary of the IPO DateRegistration Period, and before the tenth anniversary of the IPO Date, if the Company proposes, other than pursuant at any time or from time to Section 2 or 3 of this Agreement, time proposes to file with the Commission a Registration Statement registration statement under the Securities Act with respect to register any proposed distribution of any of its Ordinary Shares securities (other than a registration to be effected on Form X-0, X-0 or other similar limited purpose form), whether for public sale for its own account or for the account of any other person holding registration rights with respect to the securities of the Company, then the Company shall give written notice of such proposed filing to the holders of Registrable Stock at least thirty (30) days before the anticipated filing date, and such notice shall describe in detail the proposed registration and distribution (including those jurisdictions where registration or qualification under the Securities Act (whether securities or blue sky laws is intended) and shall offer the holders of Registrable Stock the opportunity to register such number of shares of Registrable Stock as the holders of Registrable Stock may request. Upon receipt by the Company by the anticipated filing date of written requests from the Participating Holders of Registrable Stock for the Company to register their Registrable Stock, the Company shall permit, or in the event of an underwritten offering, shall use its best efforts to cause the managing underwriter or underwriters of such proposed underwritten offering to permit, the Participating Holders to include such securities in such offering on the same terms and conditions as any similar securities of the Company included therein; provided, however, that if in the opinion of the managing underwriter or underwriters of such offering, the inclusion of the total amount or kind of securities which it or the Company, and any other persons or entities, intend to include in such offering would interfere, hinder, delay, reduce or prevent the effectiveness or sale of the Company's shares of Common Stock proposed to be so registered or would otherwise adversely affect the success of such offering, then the amount or kind of securities to be offered for sale by the accounts of the Company and each holder of Common Stock (including without limitation Registrable Stock) or securities convertible into or exercisable for Common Stock proposed to be registered (other than any persons exercising demand registration rights) shall be reduced (or eliminated) in proportion to their respective values to the extent necessary to reduce the total amount of securities to be included in such offering on behalf of such holders of securities to the amount recommended by such managing underwriter. For purposes of this Section, "value" shall mean principal amount with respect to debt securities and the proposed offering price per share with respect to equity securities. Notwithstanding the foregoing, if, at any other Person), it will give prompt time after giving written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so, register Common Stock or other securities convertible into or exercisable for Common Stock and upon the written request of any Holder delivered prior to the Company within ten Business Days after any effectiveness of the registration statement filed in connection with such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder)registration, the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine determines for any reason either not to proceed with effect such registration or to delay such registration, the Company may, at its election, give by delivery of written notice of such determination to the Holders requesting registration and thereupon Participating Holders, (i) in the Company shall be relieved case of a determination not to effect registration, relieve itself of its obligation obligations to register such any Registrable Securities Stock in connection with such registration. , or (cii) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion case of such firmdetermination to delay the registration, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, delay the registration of any such Registrable Stock for the same period as the delay in the registration of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options such other shares of Common Stock or other employee benefit securities convertible into or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.exercisable for Common Stock. 13

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant at any time proposes to Section 2 or 3 ----------------------- register any of this Agreement, to file a Registration Statement its securities under the Securities Act to register any of its Ordinary Shares for public sale under the Securities Act (whether proposed to be offered for sale by to the Company public, whether for its own account or by any for the account of other Personsecurity holders or both (except with respect to registration statements on Form X-0, Xxxx X-0 or another Form not available for registering the Restricted Stock for sale to the public), each such time it will give prompt written notice (which notice shall specify the intended method or methods to all holders hereunder of disposition) to the Holders outstanding Restricted Stock of its intention so to do so, and upon do. Upon the written request of any Holder delivered to such holder, received by the Company within ten Business Days after any (10) days following the date of the Company's registration notice, to register such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder)holder's Restricted Stock, the Company will use commercially reasonable its best efforts to include cause such Restricted Stock to be included in such Registration Statement all Registrable Securities which the Company has been so requested registration statement proposed to register be filed by the Holders. (b) If at any time prior Company. The holders of Restricted Stock to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities registered pursuant to this Section in connection with an offering of Ordinary Shares solely for 8.2 shall execute such documentation as may be reasonably necessary to effect the account registration and sale of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested Restricted Stock proposed to be included in such an underwriting upon the exercise of "piggyback" or "incidental" registration by Persons having rights. Except as provided below, the number of shares of Restricted Stock that may be requested to be registered upon exercise of "piggyback" registration rights to include securities therein at that time may interfere with an orderly sale and distribution be reduced (pro rata among the requesting holders of all such Restricted Stock based upon the securities being sold by the Company in such offering or adversely affect the price number of such securities; but if an offering shares of less than all of the Registrable Securities Restricted Stock requested to be registered by such holders) if and to the Holders and other securities requested to extent that the Company or the managing underwriter shall be included in such registration by such other Persons would not, in of the opinion of that such firm, inclusion would adversely affect the distribution or price marketing of the securities to be sold by the Company in therein. No such reduction shall be made with respect to any securities offered by the offeringCompany for its own account. Notwithstanding the foregoing provisions, the aggregate number of Registrable Securities requested Company may withdraw any registration statement referred to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears this Section 8.2 without thereby incurring any liability to the number holders of shares proposed to be included in such registration by the Holders and all other such PersonsRestricted Stock. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if Whenever the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, proposes to file a Registration Statement under Statement, including, but not limited to, Registration Statements relating to secondary offerings of securities of the Securities Act Company, but excluding Registration Statements pursuant to register Section 3.1 and relating to employee benefit plans or with respect to corporate reorganizations, at any of its Ordinary Shares for public sale under the Securities Act (whether proposed time and from time to be offered for sale by the Company or by any other Person)time, it will will, at least thirty (30) days prior to such filing, give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders all Shareholders of its intention to do soso and, and upon the written request of any Holder delivered to a Shareholder or Shareholders given within twenty (20) days after the Company within ten Business Days after any provides such notice (which request shall specify state the number intended method of disposition of such Registrable Securities intended to be disposed of by such HolderShares), the Company will shall use commercially its reasonable efforts to include in such Registration Statement cause all Registrable Securities which Shares that the Company has been so requested by such Shareholder or Shareholders to register by or to be registered under the HoldersSecurities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Shareholder or Shareholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 3.2 without obligation to any Shareholder. (b) If at In connection with any time prior to the effective date of any Registration Statement described in subsection (a)registration under this Section 3.2 involving an underwriting, the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice ofinclude any Registrable Shares in such registration unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, or effect any registration and then only in such quantity as will not, in the good faith opinion of Registrable Securities under this Section incidental tothe underwriter(s), jeopardize the success of such offering. If, in the reasonable opinion of the managing underwriter(s), the registration of any of its securities all, or part of, the Registrable Shares that the holders have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No the registration only that number of Registrable Securities effected under this Section shall relieve Shares, if any, that the Company of its obligations to effect registrations managing underwriter(s) in good faith believes may be sold without causing such adverse effect. If the number of Registrable Securities pursuant Shares to Sections 2 and 3be included in the offering in accordance with the foregoing is less than the total number of Equity Shares that the holders of Registrable Shares have requested to be included, the Shareholders holding Registrable Shares who have requested registration shall participate in the registration pro rata based upon their total ownership of Registrable Shares. If any holder would thus be entitled to include more Equity Shares than such holder requested to be registered, the excess shall be allocated among the other requesting holders on a pro rata basis based upon the number of Registrable Shares requested by each such holder to be included in the registration.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if Whenever the Company proposes, proposes to file a registration statement registering shares of Xxxxxxx.xxx Stock under the Securities Act (other than pursuant to Section 2 10.1 or 3 of this Agreementa registration statement on Form X-0, Xxxx X-0 or any successor forms) at any time and from time to file a Registration Statement under the Securities Act to register any of its Ordinary Shares for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person)time, it will will, prior to such filing, give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders all Purchasers of its intention to do so, and upon . Upon the written request of any Holder delivered to a Purchaser or Purchasers given within 20 days after the Company within ten Business Days after any provides such notice (which request shall specify state the number intended method of disposition of such Registrable Securities intended to be disposed of by such HolderSecurities), the Company will shall use commercially reasonable its best efforts to include in such Registration Statement cause all Registrable Securities which the Company has been so requested by such Purchaser or Purchasers to register by to be registered under the HoldersSecurities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Purchaser or Purchasers; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 10.2(a) without obligation to any Purchaser. (b) If at any time prior the registration for which the Company gives notice pursuant to the effective date of any Registration Statement described in subsection Section 10.2 (a)) is a registered public offering involving an underwriting, the Company shall determine for any reason not so advise the Purchasers as a part of the written notice given pursuant to proceed with Section 10.2(a). In such registrationevent, the Company may, at right of any Purchaser to include its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection such registration shall be conditioned upon such Purchaser's participation in such underwriting on the terms set forth herein. All Purchasers proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely the underwriter or underwriters selected for the account underwriting by the Company. Notwithstanding any other provision of the Company this Agreement, if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for determines that the offering) selected by the Company that, in such firm's opinion, registration inclusion of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by would materially adversely affect the Holders and other securities requested offering, the Company may limit the number of Registrable Securities to be included in such the registration by such other Persons would notand underwriting. The Company shall so advise all holders of Registrable Securities requesting registration, in and the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested that are entitled to be included in such offering the registration and underwriting by the Holders any Purchaser shall be reduced pro rata allocated among all Purchasers in accordance with proportion, as nearly as practicable, to the proportion that the respective number of shares of Xxxxxxx.xxx Stock which they held at the time the Company gives the notice specified in Section 10.2(a). If any Purchaser disapproves of the terms of any such underwriting, such Purchaser may elect to withdraw therefrom, within 15 days following receipt of a copy of the proposed to be included in such registration underwriting agreement and related documents, by the Holders bears written notice to the number of shares proposed to be included in such registration by the Holders Company, and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit securities excluded or compensation planswithdrawn from such underwriting shall be withdrawn from such registration. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (ai) From and after the first anniversary of the IPO DateIf prior to December 10, and before the tenth anniversary of the IPO Date2002, if the Company proposes, other than pursuant at any time and from time to Section 2 or 3 of this Agreement, time proposes to file with the Commission a Registration Statement registration statement under the Securities Act with respect to register any proposed distribution of any of its Ordinary Shares for public sale under the Securities Act securities (whether proposed other than a registration to be offered effected on Form S-4, S-8 or other similar limited purpose form), whether for sale by for its own account or for the account of any other person holding registration rights with respect to the securities of the Company, or both, then the Company or by any other Person), it will each such time shall give prompt written notice (which notice shall specify the intended method or methods of disposition) such proposed filing to the Holders of its intention to do soRegistrable Stock at least thirty (30) days before the anticipated filing date, and upon such notice shall describe in detail the written request proposed registration and distribution (including those jurisdictions where registration or qualification under the securities or blue sky laws is intended) and shall offer the Holders of any Holder delivered Registrable Stock the opportunity to register such number of shares of Registrable Stock as the Holders of Registrable Stock may request. Upon receipt by the Company within ten Business Days after any such notice (which request shall specify by the number anticipated filing date of Registrable Securities intended to be disposed of by such Holder), written requests from Participating Holders for the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a)their Registrable Stock, the Company shall determine permit, or in the event of any underwritten offering, shall use its best efforts to cause the managing underwriter or underwriters of such proposed underwritten offering to permit, the Participating Holders to include such Registrable Stock in such offering on the same terms and conditions as any similar securities of the Company included therein; provided, however, that if in the written opinion of the managing underwriter of such offering, the inclusion of the total amount or kind of securities in such offering would adversely effect the marketing or the success of the offering of the Company's securities proposed to be so registered then the amount of Registrable Stock proposed to be registered (other than any person's exercising demand registration rights) shall be eliminated or reduced in proportion to their respective values to the extent necessary to reduce the total amount of securities to be included in such offering on behalf of such holders of securities to the amount recommended by such managing underwriter. For purposes of this Section, "value" shall mean principal amount with respect to debt securities and the proposed offering price per share with respect to equity securities. Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register the Company's securities and prior to the effectiveness of the registration statement filed in connection with such registration, the Company determines for any reason either not to proceed with effect such registration or to delay such registration, the Company may, at its election, give by delivery of written notice of such determination to the Holders requesting registration and thereupon Participating Holders, (i) in the Company shall be relieved case of a determination not to effect registration, relieve itself of its obligation to register such any Registrable Securities Stock in connection with such registration, or (ii) in the case of determination to delay the registration, delay the registration of such Registrable Stock for the same period as the delay in the registration of such other securities. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (dii) The Company shall not be required to give notice of, or effect include any of the Registrable Stock of a Participating Holder in any registration statement or post-effective amendment prepared at its own instance unless the Participating Holders shall convert all of the Convertible Series A to Common Stock immediately after the date the Company's registration statement for the Registrable Securities under this Section incidental toStock filed with the Commission is declared effective by the Commission and unless the Participating Holders furnish such information and sign such documents as may be required by the Commission or reasonably requested by the Company in accordance with generally accepted practices, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation planssuch proposed distribution. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after If at any time during the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if Registration Rights Period the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act proposes to register any of its Ordinary Shares for public sale securities under the Securities Act (whether proposed other than a registration effected solely to be offered for sale by implement an employee benefit plan or a transaction to which Rule 145 of the Company or by any other PersonCommission is applicable), it will at each such time give prompt written notice (which notice shall specify the intended method or methods of disposition) to the all Holders of its intention so to do so, and upon do. Upon the written request of any a Holder delivered to the Company within ten Business Days after any such notice or Holders (which request shall specify stating the number of shares of Registrable Securities intended Stock to be disposed of by such Holder)Holder or Holders and the intended method of disposition) given within 30 days after receipt of any such notice, the Company will use commercially reasonable its best efforts to include in cause all such Registration Statement all shares of Registrable Securities which the Company has been so requested Stock intended to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a)be disposed of, the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice Holders of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company which shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company thatrequested registration thereof, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration, subject, however, to the following limitations: (i) If any registration by Persons having rights pursuant to include Section 6(e) shall be underwritten in whole or in part, the Company may require that the Registrable Stock requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities therein at that time may interfere with an orderly sale and distribution otherwise being sold through the underwriters. (ii) If in the good faith judgment of the securities being sold by the Company in such offering or adversely affect the price managing underwriter of such securities; but if an public offering the inclusion of less than all of the Registrable Securities Stock requested for inclusion pursuant to Section 6(e), together with all additional shares of all other shareholders that have requested inclusion of their shares pursuant to incidental registration rights granted by the Company prior to the date hereof (the Registrable Stock and all of the other shares requested for inclusion, other than shares of Common Stock issued or issuable upon conversion of that certain Promissory Note dated January 17, 1996 between TimeMasters and the Company or pursuant to exercise of that certain Stock Purchase Warrant dated January 17, 1996 between TimeMasters and the Company, being herein together referred to as the "Selling Shareholders' Shares") would reduce the number of shares to be registered offered by the Holders and other securities Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Selling Shareholders' Shares otherwise to be included in the underwritten public offering may be reduced pro rata among all holders of Selling Shareholders' Shares (based upon the number of shares requested to be included by each such holder) . (iii) If, in connection with a registration initiated at the request of any security holder of the Company pursuant to a demand registration right granted to such security holder (the "Requesting Security Holder"), the Selling Shareholders' Shares would reduce the number of shares to be offered by the Requesting Shareholder or interfere with the successful marketing of the shares of stock offered by the Requesting Shareholder, the number of Selling Shareholders' Shares otherwise to be included in the underwritten public offering may be reduced pro rata among the holders thereof requesting such registration by such other Persons would not, in (based upon the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities shares requested to be included in by each such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Personsholder). (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and If at any time after the first date of the closing of a public offering and prior to the second anniversary of the IPO Datesuch date, and before the tenth anniversary of the IPO Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act proposes to register any of its Ordinary Shares for public sale equity securities under the Securities Act on a registration form usable for resales generally (whether proposed other than a registration statement on Form S-8 or other form similar thereto relating to be offered for sale employees benefit plans hereinafter adopted by the Company Securities and Exchange Commission or by any other Personon Form S-4), it will give prompt written notice (which notice shall specify the intended method or methods of disposition) notice, at least 30 days prior to the Holders filing of any such registration statements to all holders of Warrants and/or Warrant Shares of its intention to do so, and upon . If the written request holders of any Holder delivered to Warrants and/or Warrant Shares notify the Company within ten Business Days 20 days after receipt of any such notice (which request shall specify the number of Registrable Securities intended their desire to be disposed of by include their Warrant Shares, in whole or in part, in such Holder)proposed registration statement, the Company will use commercially reasonable efforts shall afford such holders the opportunity to have their Warrant Shares registered under such registration statement. The Company shall not be required to include any Warrants in any such registration statement. Notwithstanding the foregoing, if the underwriters of such offering determine that the total amount of securities which they and any other persons or entities intend to include in such Registration Statement all Registrable Securities which offering would adversely affect the Company has been so requested success of such offering, then the amount of Warrant Shares to register be offered by the Holders. (b) If at any time prior to holders of Warrant Shares shall be reduced pro rata with all other securities the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice holders of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities have requested to be included in such registration by Persons having rights to include the extent necessary to reduce the total amount of securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included amount recommended by such underwriters or excluded in such registration by their entirety, as the Holders and all other such Persons. (d) The case may be. Further, the Company shall not be required have the right at any time after it shall have given written notice pursuant to give notice of, or effect any registration of Registrable Securities under this Section incidental to, 4.1 (irrespective of whether a written request for inclusion of Warrant Shares shall have been made) to elect not to withdraw the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation planssame after the filing thereof. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and (i) before the tenth anniversary of the IPO DateDate with respect to all Holders other than Class B Holders and (ii) the seventh anniversary of the IPO Date with respect to the Class B Holders, if the Company proposes, other than pursuant to Section 2 3 or 3 4 of this Agreement, to file a Registration Statement under the Securities Act to register any of its Ordinary Shares for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person), it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 3 and 34.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the The Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act agrees that at any time it proposes to register any of its Ordinary Shares Common Stock for a public sale offering thereof under the Securities Act (whether proposed otherwise than pursuant to be offered for sale by the Company SS.2.3 hereof) on Form S-1 or by any other Person)form of registration statement (other than Form S-4 or Form S-8) then available for the registration under the Securities Act of Securities of the Company, it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the all Holders of its intention so to do so, and upon the written request of any Holder delivered to the Company Holder, given within ten Business Days 20 days after receipt of any such notice (which request shall specify from the number of Registrable Securities intended to be disposed of by such Holder)Company, the Company will in each instance use commercially reasonable its best efforts to include cause the offer and sale of all Registrable Shares held by any such requesting Holder to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such Registration Statement all request by the prospective seller of the Securities so registered. Any Holder requesting registration of its Registrable Securities which Shares shall in its request describe briefly the manner of any proposed transfer of its Registrable Shares. Nothing in this SS.2.5 shall be deemed to require the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, any registration of its securities after giving the notice herein provided. If the investment banker engaged by the Company mayin connection with a public offering of such securities proposed for registration under the Securities Act determines in good faith and for valid business reasons that registration of such Registrable Shares would interfere with or be detrimental to such offering, at its electionincluding the timely consummation thereof, such investment banker shall give prompt written notice of such determination to such requesting Holder or Holders, setting forth in reasonable detail the reasons for such determination. In such event the Company, upon written notice to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Shares, shall have the right to limit such Registrable Shares to be registered, if any, to the largest number which would not result in such interference or detriment (such limitation being applied to each such requesting Holder pro rata in respect of the number of shares subject to such request); provided that if Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if held by any Person (other than the Company shall have been advised in writing (with a copy to the Holders requesting registrationCompany) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested are to be included in such registration by Persons having rights public offering, such reduction in the number of Registrable Shares (treating all such shares as one class of securities for this purpose) shall be not more than proportionate to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by reduction in the Company in such offering or adversely affect the price number of such securities; but if an offering of less than all of the Registrable other Securities requested to be registered by the Holders and other securities requested which are to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Personsregistration. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, at any time (other than pursuant to Section 2 2.3 or 3 of this Agreement, to file a Registration Statement under the Securities Act Section 2.5) proposes to register any of its Ordinary Shares for public sale securities under the Securities Act (whether proposed to be offered for sale by to the Company public, whether for its own account or by for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or any other Personsuccessor to such forms or another form not available for registering the Registrable Securities for sale to the public), each such time it will promptly give prompt written notice (which notice shall specify to all holders of the intended method or methods of disposition) to the Holders Registrable Securities of its intention so to do so, and upon do. Upon the written request of any Holder delivered to such holder, received by the Company within ten Business Days thirty (30) days after the giving of any such notice (which request shall specify by the number Company, to register any or all of its Registrable Securities intended to be disposed of by such Holder)Securities, the Company will use commercially reasonable its best efforts to include in such Registration Statement all cause the Registrable Securities as to which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities so requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold covered by the Company registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in the offeringaccordance with its written request) of such Registrable Securities so registered. Notwithstanding any other provision of this Section 2.4, the aggregate number Company shall not be obligated to register any Preferred Stock or Warrants for sale pursuant to any such registration. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders of Registrable Securities requested as a part of the written notice given pursuant to this Section 2.4. In such event the right of any holder of Registrable Securities to registration pursuant to this Section 2.4 shall be included conditioned upon such holder's participation in such offering underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the Company and the Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Holders shall be reduced pro rata in accordance with Company. Notwithstanding any other provision of this Section 2.4, if the proportion underwriter determines that marketing factors require a limitation on the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.be

Incidental Registration. (a) From and after the first anniversary of the IPO Closing Date, and before the tenth anniversary of the IPO Closing Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement3, to file a Registration Statement under the Securities Act to register any of its Ordinary Common Shares for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person), other than on Form S-4 or Form S-8 or any successor to such forms promulgated by the SEC, it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares securities solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons.be (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From If at any time following the Pooling Period and after prior to the first anniversary of the IPO Termination Date, and before the tenth anniversary of the IPO Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act Harbinger proposes to register any of its Ordinary Shares for public sale Harbinger Stock under the Securities Act (whether proposed to be offered other than on Forms S-4, X-0 xx any other form which does not permit registration of securities by selling stockholders for sale by to the Company public for cash) in connection with the proposed offer and sale for cash either for its own account or by on behalf of any other Personholder of Harbinger Stock (but not any holder of any security convertible into or exchangeable or exercisable for Harbinger Stock), it will give prompt written notice (which notice shall specify to each of the intended method or methods of disposition) to the Holders Stockholders of its intention to do so, and upon . Upon the written request of any Holder delivered to the Company a Stockholder, given within ten Business Days five business days after receipt of any such notice (which request shall specify the number notice, to register any of Registrable Securities intended to be disposed of by such Holder)Stockholder's Registration Shares, the Company Harbinger will use commercially its reasonable efforts to include in such cause the Registration Statement all Registrable Securities Shares as to which the Company registration has been so requested to register be included in the shares of Harbinger Stock to be covered by the Holders. (b) If at any time prior registration statement proposed to be filed by Harbinger, all to the effective date of any Registration Statement described extent required to permit the sale or other disposition by such Stockholder (in subsection (a), the Company shall determine for any reason not to proceed accordance with such registration, the Company may, at its election, give written notice request) of such determination to the Holders requesting Registration Shares so registered. If a registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities effected pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company 4 involves a firm commitment underwritten public offering, Harbinger shall have been advised in writing (with a copy the sole right to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be select the managing underwriter underwriters. The managing underwriters for such offering shall have the offering) selected by authority to reduce the Company that, in such firm's opinion, registration number of Registrable Securities and of any other securities requested Registration Shares to be included in such registration by Persons having rights if and to include securities therein at that time may interfere with an orderly sale and distribution the extent they are of the securities being sold by the Company in opinion that inclusion of such offering or Registration Shares would adversely affect the price of such securities; but if an offering of less than all marketing of the Registrable Securities requested Harbinger Stock to be registered by sold under such offering. Any such reduction or cutback in the Holders and other securities requested to shares included in any such offering shall be effected in accordance with the following priorities: (a) First, the managing underwriters shall exclude shares ("Piggyback Shares") of Harbinger Stock included in such registration by stockholders (including the Stockholders) by virtue of incidental or piggyback registration rights (but not demand registration rights) granted to such other Persons would notstockholders, in which exclusion shall be effected on a pro rata basis based upon the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities shares of Harbinger Stock so requested to be included registered in such offering by all such stockholders proposing to sell Piggyback Shares, subject to any incidental registration rights which are superior to the Holders registration rights of the Stockholders pursuant to this Section 4, which superior rights were granted prior to the date of this Agreement; and (b) Second, and only to the extent necessary and after the exclusion of all Piggyback Shares, the managing underwriters shall be reduced pro rata in accordance with the proportion that the number exclude shares of shares proposed to be Harbinger Stock included in such registration by the Holders bears to Harbinger and any stockholder of Harbinger who shall have exercised a demand registration right in connection with such offering, which exclusion shall be effected on a pro rata basis based upon the number of shares of Harbinger Stock proposed to be registered on behalf of Harbinger and on behalf of any such holder of demand registration rights. Notwithstanding anything to the contrary contained in this Section 4, if there is a firm commitment underwritten public offering of Harbinger Stock pursuant to which a Stockholder has incidental registration rights under this Section 4 and such Stockholder elects to sell Registration Shares in connection with such underwritten public offering, such Stockholder shall enter into an agreement (the "Lockup Agreement"), pursuant to which such Stockholder shall refrain from selling any Registration Shares (other than Registration Shares included in such registration Registration) then owned by such Stockholder during the Holders period of distribution of Harbinger Stock by such underwriters and all other for a period of ninety days following the effective date of such Personsregistration. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act proposes to register any of its Ordinary Shares for public sale equity securities under the Securities Act (whether proposed other than a registration (i) on Form S-8 or S-4 or any successor or similar forms, (ii) relating to be offered for sale equity securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another company), whether or by any other Person)not for sale for its own account, in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will on each such occasion give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders Buyer of its intention to do soso and of the Buyer's rights under this Section 4(c), and upon at least 30 days prior to the anticipated filing date of the registration statement relating to such registration. Any such notice shall offer the Buyer the opportunity to request to include in such registration statement such number of Registrable Securities as the Buyer may request (a "Piggyback Registration"). The Company shall pay all expenses in connection with such Piggyback Registration. Upon the written request of any Holder delivered to the Company Buyer made within ten Business Days 20 days after any such the receipt of notice (which request shall specify from the number of Registrable Securities intended to be disposed of by such Holder)Company, the Company will use commercially reasonable its best efforts to include in such Registration Statement effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders. Buyer, to the extent requisite to permit the disposition (bin accordance with such intended methods thereof) If of the Registrable Securities so to be registered; provided that (i) if such registration involves an underwritten public offering, the Buyer must sell its Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 4(c) and prior to the effective date of any Registration Statement described the registration statement filed in subsection (a)connection with such registration, the Company shall determine for any reason not to proceed with register such registrationsecurities, the Company may, at its election, shall give written notice of such determination to the Holders requesting registration and thereupon the Company Buyer and, thereupon, shall be relieved of its obligation to register such any Registrable Securities in connection with such registrationRegistration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act to register any of its Ordinary Shares for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person), it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine to register any Ordinary Shares, or any securities convertible into or exchangeable or exercisable for Ordinary Shares, for its own account or for the account of any reason not to proceed with such registrationstockholder (other than a registration on Forms F-4, or F-8 or any replacement or successor form thereof), the Holder shall be entitled to include Registrable Securities in such registration (and related underwritten offering, if any) (each, an "Incidental Registration") on the following terms and conditions: (a) The Company may, at its election, shall promptly give written notice of such determination to Holder, and Holder shall have the Holders requesting registration and thereupon right to request, by written notice given to the Company shall be relieved within thirty (30) days of its obligation to register the receipt by Holder of such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration notice of determination, that a specific number of Registrable Securities pursuant held by Holder be included in such Registration Statement; (b) If the proposed registration relates to this an underwritten offering, the notice called for by Section in connection with an 3(a) shall specify the name of the managing underwriter for such offering and the number of Ordinary Shares solely securities to be registered for the account of the Company if and for the account of any other stockholder of the Company; (c) If the proposed registration relates to an underwritten offering, Holder must (i) sell all or a portion of its Registrable Securities on the same basis provided in the underwriting arrangements approved by the Company shall have been advised in writing and (with a copy ii) complete and execute all questionnaires, powers of attorney, indemnities (but only to the Holders requesting registrationextent such indemnities relate specifically to information supplied by Holder), hold-back agreements, underwriting agreements and other documents on the same basis as other similarly situated selling shareholders (or, if there are no other selling shareholders, as would be customary in a transaction of this type) required under the terms of such underwriting arrangements or by a U.S. nationally recognized investment banking firm the SEC; (which may be d) If the managing underwriter for the offering) selected underwritten offering under the proposed registration to be made by the Company that, determines that inclusion of all or any portion of the Registrable Securities in such firm's opinion, registration offering would adversely affect the ability of Registrable Securities and the underwriter for such offering to sell all of any other the securities requested to be included for sale or the price per share in such registration by Persons having rights to include securities therein at offering, the number of shares that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by in such other Persons would notoffering shall be allocated as follows: (i) first, in the opinion of such firmCompany or the selling shareholder exercising demand registration rights, adversely affect as the distribution or price of the securities case may be, shall be permitted to include all Ordinary Shares to be sold by the Company in the offeringregistered thereby; and (ii) second, the aggregate number Holder and any other selling shareholder exercising piggyback registration rights shall be allowed to include such amount of Registrable Securities requested to be included in such offering by as the Holders shall be reduced managing underwriter(s) deems appropriate (on a pro rata in accordance basis with one another but only to the proportion extent that the number of shares proposed to be included in such registration by the Holders bears pro rata basis applies to the number of shares proposed to be included in Ordinary Shares still retained at the time of such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.cutback);

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO DateSubject to Section 9, if at any time the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, proposes to file a Registration Statement registration statement under the Securities 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to register the Company's existing stockholders) on any form that would also permit the registration of the Registrable Stock and such filing is to be on the Company's behalf and/or on behalf of selling holders of its Ordinary Shares securities for public sale under the Securities Act (whether proposed general registration of its Common Stock to be offered sold for sale by cash, the Company or by any other Person), it will shall each such time promptly give prompt each Holder written notice of such proposal setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than twenty (which notice shall specify 20) days from the intended method or methods date of disposition) to the Holders such notice, and advising each Holder of its intention right to do so, and upon have Registrable Stock included in such registration. Upon the written request of any Holder delivered received by the Company no later than ten (10) days after the date of the Company's notice, the Company shall use its reasonable efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, in the written opinion of the managing underwriter (or, in the case of a non-underwritten offering, in the written opinion of the Company), the total amount of such Common Stock to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's Common Stock which can be marketed (a) at a price reasonably related to the then current market value of such Common Stock, or (b) without otherwise materially and adversely affecting the entire offering, then the Company within ten Business Days after any such notice (which request shall specify be entitled to reduce the number of shares of Registrable Securities intended to be disposed of by such Holder), the Company will use commercially reasonable efforts to include Stock in such Registration Statement offering. Such reduction shall be allocated among all such Holders in proportion (as nearly as practicable) to the amount of Registrable Securities which Stock owned by each Holder at the Company has been so requested time of filing the registration statement. If any Holder of Registrable Stock disapproves of such reduction, such Holder may elect to register withdraw all of its Registrable Stock from such offering by written notice to the HoldersCompany. (b) If If, at any time after giving written notice of its intention to register any securities and prior to the effective date of any Registration Statement described the registration statement filed in subsection (a)connection with such registration, the Company shall determine for any reason not to proceed with register such registrationsecurities, the Company may, at its election, give written notice of such determination to the Holders requesting registration each Holder that has requested to register Registrable Stock and thereupon the Company shall be relieved of its obligation to register such any Registrable Securities Stock in connection with such registrationregistration (but not from its obligation to pay expenses in connection therewith to the extent provided in Section 8), without prejudice, however, to the rights of any one or more Holders to request such registration be effected as a registration under Section 4. (c) The In connection with any registration of the Company's securities and upon the written request of the Company will or the underwriters managing any underwritten offering of the Common Stock, each Holder agrees not be required to effect any registration sale, disposition or distribution of Registrable Securities pursuant to this Section the Common Stock (other than that included in connection with an offering of Ordinary Shares solely any such registration) or securities exercisable for or 7 7 convertible or exchangeable into Common Stock without the account prior written consent of the Company if or such underwriters, as the Company case may be, during the 30-day period prior to, and the 90-day period beginning on, the effective date of any registration statement to which Section 5(a) applies. The foregoing sentence shall have been advised not apply to (x) transfers to family members, trusts or similar arrangements for bona fide estate planning reasons or charities, provided the recipient of such shares has agreed in writing (with a copy to be bound by the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter terms of such restrictions for the offeringremainder of its term and (y) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number transfers of shares proposed to be included bought in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Personsmarket transactions. (d) The Company shall not be required No Holder may participate in any underwritten registration pursuant to give notice of, or effect any registration of Registrable Securities under this Section incidental to, 5 unless such Holder (i) agrees to sell such Holder's Registrable Stock on the registration of basis provided in any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve underwritten arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of its obligations to effect registrations attorney, indemnities, underwriting agreements and other documents required under the terms of Registrable Securities pursuant to Sections 2 and 3such underwriting arrangements.

Incidental Registration. (a) From If at any time from and after the first anniversary date hereof, the Company proposes to register any of its securities under the Securities Act (other than (A) any registration of public sales or distributions solely by and for the account of the IPO DateCompany of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan, and before the tenth anniversary of the IPO Date, if the Company proposes, other than or (B) pursuant to Section 2 or 3 4 hereof), either in connection with a primary offering for cash for the account of this Agreementthe Company or a secondary offering, the Company will, each time it intends to file effect such a registration, give written notice to all Holders at least ten (10) but no more than thirty (30) business days prior to the expected initial filing of a Registration Statement under with the Securities Act to register any of its Ordinary Shares for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person)Commission pertaining thereto, it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the informing such Holders of its intention intent to do sofile such Registration Statement, the expected filing date, and upon of the Holders’ rights to request the registration of the Registrable Securities held by such Holder (the “Company Notice”). Upon the written request of any Holder delivered to the Company made within ten Business Days (10) business days after any such notice Company Notice is given (which request shall specify the number of Registrable Securities intended to be disposed of by such HolderHolder or its transferees and, unless the applicable registration is intended to effect a primary offering of Shares for cash for the account of the Company, the intended method of distribution thereof), the Company will use commercially its reasonable best efforts to include in such Registration Statement effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders. (b) If at any time prior such Holders to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be extent required to permit the disposition (in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect any registration of Registrable Securities pursuant to this Section in connection with an a primary offering of Ordinary Shares solely for cash for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company thatCompany, in such firm's opinion, registration accordance with the Company’s intended method of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all distribution) of the Registrable Securities so requested to be registered registered, including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the Incidental Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the Holders and other securities requested rules, regulations or instructions applicable to be included in such the registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold form used by the Company in the offering, the aggregate number of Registrable Securities requested to be included in for such offering Incidental Registration Statement or by the Holders Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder. The registration rights granted pursuant to the provisions of this Section 3(a) shall be reduced pro rata unlimited and in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears addition to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities rights granted pursuant to Sections 2 and 3the other provisions of this Agreement.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the If Company proposes, other than pursuant to Section 2 or 3 of this Agreement, at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act on any form (other than the initial Registration Statement (and any amendments thereto) filed on behalf of the holders of the Series C Convertible Preferred Stock or a Registration Statement on Form S-4 or S-8 or any successor form for securities to register any be offered in a transaction of its Ordinary Shares for public sale the type referred to in Rule 145 under the Securities Act (whether proposed or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities to be offered sold for sale by the Company cash with respect to its Common Stock or by any other Person)class of equity security (as defined in Section 3(a)(11) of the Exchange Act) of Company, it will give prompt written notice (to all holders of Warrants or Warrant Stock at least 30 days before the initial filing with the Commission of such Registration Statement, which notice shall specify set forth the intended method or methods of disposition) to disposition of the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended securities proposed to be disposed of registered by such Holder), the Company will use commercially reasonable efforts Company. The notice shall offer to include in such Registration Statement all Registrable Securities filing the aggregate number of shares of Warrant Stock, and the number of shares of Common Stock for which this Warrant is exercisable, as such holders may request. Each holder of any such Warrants or any such Warrant Stock desiring to have Warrant Stock registered under this Section 9.4 shall advise Company in writing within 15 days after the date of receipt of such offer from Company, setting forth the amount of such Warrant Stock for which registration is requested. Company has been shall thereupon include in such filing the number of shares of Warrant Stock for which registration is so requested to register by the Holders. (b) If at any time prior requested, subject to the effective date of any Registration Statement described in subsection (a)next sentence, and shall use its best efforts to effect registration under the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice Securities Act of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be shares. If the managing underwriter for the offering) selected by the of a proposed public offering shall advise Company in writing that, in such firm's its opinion, registration the distribution of Registrable Securities and of any other securities the Warrant Stock requested to be included in such the registration by Persons having rights to include securities therein at that time may interfere concurrently with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders Company or such demanding security holder would materially and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution of such securities by Company or price such demanding security holder, then all selling security holders (other than (i) any demanding security holder who initially requested such registration and (ii) any security holders whose registration rights granted prior to the date hereof do not provide for such pro rata reduction) shall reduce the amount of the securities each intended to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in distribute through such offering by on a pro rata basis; PROVIDED, HOWEVER, that Company shall use its best efforts to cause the Holders security holders referred to in clause (ii) above to agree to such pro rata reduction. Except as otherwise provided in Section 9.6, all expenses of such registration shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration borne by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such PersonsCompany. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the If Company proposes, other than pursuant to Section 2 or 3 of this Agreement, at any time proposes to file on its behalf and/or on behalf of any of its security holders, including without limitation, the Holders (collectively, the "Demanding Security Holders"), a Registration Statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to register any be offered in a transaction of its Ordinary Shares for public sale the type referred to in Rule 145 under the Securities Act (whether proposed or to be offered employees of Company pursuant to any employee benefit plan, respectively) for sale by the Company general registration of Shares or by any other Person)equity securities of Company, or securities convertible into or exchangeable or exercisable for Shares or such other equity securities, it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination proposed filing to all Holders (other than those Holders, if any, who are Demanding Security Holders) at least thirty (30) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the number and type of securities proposed to be offered and a description of the intended method of disposition of such securities. The notice shall offer to include in such filing such number of Registrable Securities as such Holders requesting registration and thereupon may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within ten (10) Business Days after the Company shall be relieved date of its obligation to register receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in connection with such registration. (c) The Company will not be required to effect any registration filing the number of shares of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy which registration is so requested, subject to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be next sentence, and shall use its best efforts to effect registration under the Securities Act of such Registrable Securities. If the managing underwriter for the offering) selected by the of a proposed public offering shall advise Company in writing that, in such firm's its opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and the distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company or such Demanding Security Holder would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holder, then each Holder participating in such registration shall reduce the amount of securities it intended to distribute through such offering, pro rata on the basis of the number of shares of Registrable Securities to be offered for the account of such Holder. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. Notwithstanding anything to the contrary in this Section 3, (a) the Company shall have the right to include all or any part of the Registrable Securities in any Registration Statement filed by the Company, (b) while Holders and other securities requested of Registrable Securities may have their Registrable Securities to be included in such registration by such other Persons would notthe Registration Statement reduced pro rata, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to shall not be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears limited as to the number of shares proposed of Common Stock it intends to be distribute through the offering, and (c) the Company shall have the right to offer Holders of in excess of five percent (5%) of the Common Stock who are not parties to this Agreement the opportunity to have their Common Stock included in such registration any Registration Statement filed by the Holders and all other such Persons. (d) The Company shall not be required pursuant to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities 3 subject to pro rata reduction as set forth in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the The Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act agrees that at any time it proposes to register any of its Ordinary Shares for public sale securities, whether held by third parties or to be issued by the Company, under the Securities Act (whether proposed to be offered on Form S-1 or any other form of registration statement then available for sale by the registration under the Securities Act of securities of the Company (other than a registration statement on Form S-4 or by Form S-8 or any other Person), form of registration statement not available for general registration of securities) it will shall give prompt written notice (which notice shall specify the intended method or methods to all holders of disposition) to the Holders outstanding shares of Registrable Securities of its intention so to do sodo, and upon the written request of the holder of any Holder delivered to the Company such shares of Registrable Securities, given within ten Business Days 20 days after receipt of any such notice (which request shall specify from the number of Registrable Securities intended to be disposed of by such Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a)Company, the Company shall determine for any reason not to proceed with such registrationin each instance use its best efforts, the Company may, at its election, give written notice of such determination subject to the Holders next sentence, to cause all Registrable Securities held by any such requesting registration holder of Registrable Securities to be registered under the Securities Act and thereupon registered or qualified under any State securities law, all to the extent necessary to permit the offering and sale or other disposition thereof in the manner stated in such request by the prospective seller of the securities so registered. If the managing underwriter of a proposed public offering by the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of advise the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's its opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and the distribution of the securities being sold by the Company in such offering some or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number shares of Registrable Securities requested to be included in such offering the registration concurrently with the securities to be offered by the Holders Company would materially impair the distribution of securities by the Company, then the Company need not include in such registration any shares which such underwriter believes would cause such impairment and each holder of Registrable Securities requesting registration shall reduce, on a pro rata basis (or such other basis as shall be reduced pro rata agreed upon by the holders requesting registration), the amount of securities as to which such holder requested registration in accordance with the proportion such manner that the aggregate number of shares proposed to be included in being registered for holders does not exceed that number recommended by such registration by the Holders bears to the number underwriter. Any holder of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From If Endo LLC, pursuant to that certain registration rights agreement, dated as of July 17, 2000, by and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if between the Company proposesand Endo LLC (the "Endo LLC Registration Rights Agreement"), other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under demands that the Securities Act to Company register any of its Ordinary Shares for public sale shares of Common Stock or any other of its common equity securities (collectively, "Other Securities") under the Securities Act (whether proposed to be offered for sale by for cash to the Company or by any other Person)public under the Act, it then Endo LLC will at such time make reasonable efforts to give prompt written notice to each Management Stockholder or any of their respective Permitted Transferees (which notice shall specify the intended method or methods of dispositioneach, a "Holder") to the Holders of its intention to do soso and of the rights of such Holder under this Section 6.1, and upon 5 business days after the Company's 1. Upon the written request of any a Holder delivered to made within 10 days after the Company within ten Business Days after any such receipt of Endo LLC's notice (which request shall specify the number of Registrable Securities shares of Common Stock intended to be disposed of by such Holderand the intended method of disposition thereof), Endo LLC will use its best efforts to cause the Company will use commercially reasonable efforts to include effect, in such Registration Statement connection with the registration of the Other Securities, the registration under the Act of all Registrable Securities shares of Common Stock which the Company has been so requested to register by register, to the Holders.extent required to permit the disposition (in accordance with such intended methods of disposition) of such shares of Common Stock so requested to be registered, provided that: (ba) If if, at any time after Endo LLC has given such written notice of the Company's intention to register any Other Securities pursuant to a demand by Endo LLC and prior to the effective date of any Registration Statement described the registration statement filed in subsection (a)connection with such demand registration, the Company Endo LLC shall determine for any reason not to proceed with demand such registration, the Company may, at its election, Endo LLC shall give written notice of such determination to the Holders requesting registration Holders, and thereupon the Company shall be relieved of its obligation to register such Registrable Securities the shares of Common Stock requested to be registered in connection with the demand registration of such registration.Other Securities; (cb) The Company will not if the registration referred to in the first sentence of Section 6.1 hereof is to be required to effect any an underwritten registration on behalf of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for Endo LLC, and the account of managing underwriter(s) advises the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities such offering would be materially and adversely affected by the inclusion therein of any other of the Common Stock requested to be included therein, the Company shall include in such registration: (i) first, all securities for which Endo LLC has demanded registration ("Endo LLC Securities"), (ii) second, up to the full number of shares of Common Stock requested to be included in such registration by Persons having rights the Management Stockholders and the "Employee Stockholders" (as such term is defined in that certain Amended and Restated Employee Stockholders Agreement, dated as of July 14, 2000, by and among the Company, Xxxxx, Endo LLC and the Employee Stockholders, as the same shall be amended from time to include securities therein at that time may interfere with an orderly sale time), which, in the good faith opinion of such firm, can be sold without so materially and distribution adversely affecting such offering (and, if less than the full number of such shares of Common Stock, allocated pro rata among the Management Stockholders and the Employee Stockholders on the basis of the securities being sold by the Company in such offering or adversely affect the price total number of such securities; but if an offering shares of less than all of the Registrable Securities requested to be registered by the Holders and other securities Common Stock requested to be included therein by the Management Stockholders and the Employee Stockholders); provided, however, that with respect to the Management Stockholders and the Employee Stockholders, if the managing underwriter(s) in connection with such registration determines that such offering would be materially and adversely affected by the inclusion of Common Stock owned by the Management Stockholders and the Employee Stockholders for any reason, such managing underwriter(s) may in its sole discretion exclude all or, part of the Common Stock requested to be included therein by the Management Stockholders and the Employee Stockholders on a pro rata basis, unless the Company and the managing underwriter(s) shall agree to non pro rata treatment; and (iii) third, an amount of other Persons would notsecurities, if any, requested to be included therein in excess of the number or dollar amount of Company Securities and Common Stock of the Holders which, in the opinion of such firm, can be so sold without materially and adversely affect affecting such offering (allocated among the distribution or price holders of the such other securities to be sold by in such proportions as such holders and the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons.may agree); and (dc) The Company shall not be required to give notice of, or effect any no registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities Common Stock effected under this Section 6.1 shall relieve the Company of its obligations obligation to effect registrations a registration of Registrable Securities shares of Common Stock pursuant to Sections 2 the Endo LLC Registration Rights Agreement. (d) Promptly following its acceptance of the offer to participate in the demand registration, each Management Stockholder shall deliver to Endo LLC the certificate or certificates representing the shares of Common Stock to be Transferred pursuant to such offer by such Management Stockholder, together with a limited power-of-attorney and 3other customary custodial agreements authorizing Endo LLC to sell or otherwise dispose of such Management Stockholder shares of Common Stock pursuant to the proposed demand registration.

Incidental Registration. (ai) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "registering security holders") a Registration Statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any related small business form or any successor form for securities to register any be offered in a transaction of its Ordinary Shares for public sale the type referred to in Rule 145 under the Securities Act (whether proposed or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities to be offered sold for sale by the Company cash with respect to its Common Stock or by any other Person)class of equity security of the Company, it will give prompt written notice (to all Holders at least 45 days before the initial filing with the Commission of such Registration Statement, which notice shall specify set forth the intended method or methods of dispositiondisposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holder may request. (ii) Each Holder desiring to the Holders of its intention to do so, and upon the written request of any Holder delivered to have Registrable Securities registered under this Section 2(b) must advise the Company in writing within ten Business Days 10 days after any the date of receipt of such notice (offer from the Company, setting forth the amount of such Registrable Securities for which request registration is requested. The Company shall specify thereupon include in such filing the number of shares of Registrable Securities intended for which registration is so requested, subject to be disposed of by such Holder)the next sentence, the Company will and shall use commercially reasonable efforts to include in such Registration Statement all Registrable effect registration under the Securities which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice Act of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be shares. If the managing underwriter for the offering) selected by of a proposed public offering shall advise the Company in writing that, in such firm's its opinion, registration the distribution of the Registrable Securities and of any other securities so requested to be included in such the registration by Persons having rights to include securities therein at that time may interfere concurrently with an orderly sale and distribution of the securities being sold registered by the Company in or such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders registering security holder would materially and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the such securities to be sold by the Company in or such registering security holder, then all selling security holders (other than the offeringCompany) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis (such event is hereinafter referred to as a "Reduction Event"). (iii) Notwithstanding any provision of this Agreement to the contrary, the aggregate number each Holder may include shares of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities stock under this Section incidental to, the registration Agreement on a maximum of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation planstwo occasions. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From If this Agreement is effective and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, shall at any time propose to file a Registration Statement registration statement under the Securities Act for an offering of securities of the Company for cash (other than an offering relating to register any of its Ordinary Shares for public sale (i) a business combination that is to be filed on Form S-4 under the Securities Act (whether proposed to be offered for sale by or any successor form thereto) or (ii) any employee benefit plan, including, without limitation a stock option or stock purchase plan), the Company or by any other Person), it will give shall provide prompt written notice (which notice shall specify the intended method or methods of disposition) such proposal to the all Holders of Registrable Securities of its intention to do so, so and upon the written request of any Holder delivered such Holders' rights under this Section 3 and shall use its best efforts to the Company within ten Business Days after any include such notice (which request shall specify the number or amount of Registrable Securities intended to be disposed of by such Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities registration statement which the Company has been so requested to register by the Holders. Holders thereof, which request shall be made to the Company within 20 days after the Holder receives notice from the Company of such proposed registration; provided, that (bi) If if, at any time after giving written notice of its intention to register any securities and prior to the effective date of any Registration Statement described the registration statement filed in subsection (a)connection with such registration, the Company shall determine for any reason not to proceed with register such registrationsecurities, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register such any Registrable Securities in connection with such registration. registration (cbut not from its obligation to pay the registration expenses referred to in Section 6 incurred in connection therewith), and (ii) The Company will not be required if such registration involves an underwritten offering, all Holders requesting to effect any registration of include their Registrable Securities in the Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 3(a) involves an underwritten public offering, any Holder requesting to include their Registrable Securities in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy such registration, not to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in register such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation planssuch registration. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after If at any time following the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act Closing Date Enstar proposes to register any of its Ordinary Shares for public sale Common Stock under the Securities Act (whether proposed to be offered other than on Forms S-4, X-0 xx any other form which does not permit registration of securities by Flowers for sale by to the Company public for cash) in connection with the proposed offer and sale for cash either for its own account or by on behalf of any other Person)holder of Common Stock, it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders Flowers of its intention to do so, and upon . Upon the written request of any Holder delivered to the Company Flowers, given within ten Business Days five business days after receipt of any such notice (which request shall specify notice, to register any of the number of Registrable Securities intended to be disposed of by such Holder)Registration Shares, the Company Enstar will use commercially its reasonable best efforts to include in such cause the Registration Statement all Registrable Securities Shares as to which the Company registration has been so requested to register be included in the shares of Common Stock to be covered by the Holders. (b) If at any time prior registration statement proposed to be filed by Enstar, all to the effective date of any Registration Statement described extent required to permit the sale or other disposition by Flowers (in subsection (a), the Company shall determine for any reason not to proceed accordance with such registration, the Company may, at its election, give written notice request) of such determination to the Holders requesting Registration Shares so registered. If a registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities effected pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company 4 involves a firm commitment underwritten public offering, Enstar shall have been advised in writing (with a copy the sole right to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be select the managing underwriter underwriters. The managing underwriters for such offering shall have the offering) selected by authority to reduce the Company that, in such firm's opinion, registration number of Registrable Securities and of any other securities requested Registration Shares to be included in such registration by Persons having rights if and to include securities therein at that time may interfere with an orderly sale and distribution the extent they are of the securities being sold by the Company in opinion (a copy of which shall be delivered to Flowers), that inclusion of such offering or Registration Shares would materially adversely affect the price of such securities; but if an offering of less than all marketing of the Registrable Securities requested Common Stock to be registered by sold under such offering. Any such reduction or cutback in the Holders and other securities requested to shares included in any such offering shall be effected in accordance with the following priorities: (a) First, the managing underwriters shall exclude shares ("Piggyback Shares") of Common Stock included in such registration by shareholders (including Flowers) by virtue of incidental or piggyback registration rights (but not demand registration rights) granted to such other Persons would notshareholders, in which exclusion shall be effected on a pro rata basis based upon the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities shares of Common Stock so requested to be included registered in such offering by all such shareholders proposing to sell Piggyback Shares; and (b) Second, and only to the Holders extent necessary and after the exclusion of all Piggyback Shares, the managing underwriters shall be reduced pro rata in accordance with the proportion that the number exclude shares of shares proposed to be Common Stock included in such registration by the Holders bears to Enstar and any shareholder of Enstar who shall have exercised a demand registration right in connection with such offering, which exclusion shall be effected on a pro rata basis based upon the number of shares of Common Stock proposed to be registered on behalf of Enstar and on behalf of any such holder of demand registration rights. Notwithstanding anything to the contrary contained in this Section 4, if there is a firm commitment underwritten public offering of Common Stock pursuant to which Flowers has incidental registration rights under this Section 4 and Flowers elects to sell Registration Shares in connection with such underwritten public offering, Flowers shall enter into an agreement (the "Lockup Agreement"), pursuant to which Flowers shall refrain from selling any Registration Shares (other than Registration Shares included in such registration Registration) then owned by Flowers during the Holders period of distribution of Common Stock by such underwriters and all other for a period of ninety days following the effective date of such Persons. (d) The Company registration; provided, however, that Flowers shall not be required to give notice ofenter into the Lockup Agreement if, or effect any registration and only if, directors and executive officers of Registrable Securities under this Section incidental to, Enstar enter into an agreement similar to the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plansLockup Agreement. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act proposes to register any of its Ordinary Shares securities for public sale under (other than a registration relating to the Securities sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan including a registration statement on Form S-8, an exchange offer, a transaction subject to Rule 145 of the Act (whether proposed or in connection with the acquisition of the assets or shares of or merger or consolidation with another company), and the registration form to be offered used also may be used for sale by the Company or by any other Person)registration of the Registrable Securities, then it will shall give prompt written notice (which notice shall specify the intended method or methods a "Piggyback Notice"), at its expense, to all Holders of disposition) to the Holders Registrable Securities of its intention to do soso at least 10 business days prior to the filing of a registration statement with respect to such registration with the Commission. The Company shall specify in the Piggyback Notice the form and manner of, and upon the written request other relevant facts involved in, such proposed registration, including the estimated effective date of the registration statement for such registration (the "Estimated Effective Date"). If any Holder delivered desires to dispose of all or part of its Registrable Securities in such registration, it shall deliver to the Company Company, within ten Business Days 10 business days after any receipt of the Piggyback Notice, written notice of such notice (which request shall specify stating the number of shares of Registrable Securities intended so proposed to be disposed of sold by such Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If . Any Holder may withdraw its request for inclusion at any time prior to 15 business days prior to the effective date of any Registration Statement described in subsection (a), the Estimated Effective Date. The Company shall determine for any reason not use its commercially reasonable efforts to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration cause all shares of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, specified in such firm's opinion, registration of Registrable Securities and of any other securities requested written notice to be included in such registration by Persons having rights registration, subject, however, to include the limitations set forth in Section 3 and provided that, for purposes of this sentence, commercially reasonable efforts shall not require the Company or any other seller of securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by Company (other than a Holder of Registrable Securities), to reduce the Company in such offering amount or adversely affect the sale price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Personsso registered. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and If the Company at any time after the Company's first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act firm commitment underwritten public offering proposes to register any of its Ordinary Shares for public sale securities under the Securities Act (whether proposed to be offered for sale by to the Company public, whether for its own account or by any for the account of other Personsecurity holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give prompt written notice (which notice shall specify the intended method or methods of disposition) as promptly as reasonably practicable to the Holders Investor of its intention so to do so, and upon do. Upon the written request of any Holder delivered to the Investor, received by the Company within ten Business Days 30 days after the receipt of any such notice (which request shall specify the number notice, to register any of Registrable Securities intended to be disposed of by such Holder)its Restricted Stock, the Company will use commercially reasonable its best efforts to include in such Registration Statement all Registrable Securities cause the Restricted Stock as to which the Company has registration shall have been so requested to register be included in the securities to be covered by the Holders. (b) If at any time prior registration statement proposed to be filed by the Company, all to the effective date extent requisite to permit the sale or other disposition by the Investor of such Restricted Stock so registered. In the event that any Registration Statement described registration pursuant to this SECTION 2 shall be, in subsection (a)whole or in part, an underwritten public offering of Common Stock and the managing underwriter advises the Company that inclusion of all such Restricted Stock would adversely affect the marketing of the offering, the Company shall determine for any reason not to proceed with such registration, allocate the Company may, at its election, give written notice shares of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested Common Stock to be included in such registration by Persons having rights as follows: (A) first, to include the person(s) who initiated such registration for all securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered offered by such person(s), (B) second, to the Holders Investor and to any other securities holders of "piggyback" registration rights requesting inclusion, pro rata on the basis of the number of shares of Restricted Stock and/or Common Stock requested to be included in the registration, (C) third, to the extent of any remaining shares to be included in the registration, to the Company if the Company did not initiate such registration by such other Persons would notfor the sale of securities for its own account, and (D) fourth, to the extent of any remaining shares to be included in the opinion registration, to all other persons requesting shares of such firmCommon Stock to be included in the registration, adversely affect pro rata on the distribution or price basis of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities shares of Common Stock requested to be included in such offering by the Holders shall be reduced pro rata registration. Notwithstanding the foregoing provisions, the Company may withdraw or cease proceeding with any registration statement referred to in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears this SECTION 2 without thereby incurring any liability to the number of shares proposed to be included in such registration by the Holders and all other such PersonsInvestor. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant to Section 2 or 3 at any time during the Exercise Term and for a period of this Agreement, to file a Registration Statement under the Securities Act eighteen months thereafter proposes to register any of its Ordinary Shares for public sale Common Stock, or securities convertible into Common Stock, under the Securities Act (whether proposed to be offered for sale by to the Company public, whether for its own account or by any for the account of other Personsecurityholders or both (except with respect to registration statements on Forms S-4, S-8 or such other for which is not available for registering Xxxxxx Xtock for sale to the public), each such time it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders Holder of Registrable Securities of its intention so to do so, and upon do. Upon the written request of any the Holder delivered to of Registrable Securities, received by the Company within ten Business Days 30 days after the giving of any such notice by the Company, to register any of its Registrable Securities (which request shall specify state the number intended method of Registrable Securities intended to be disposed of by such Holderdisposition thereof), the Company will use commercially reasonable its best efforts to include in such Registration Statement all cause the Registrable Securities as to which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities so requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold to be covered by the Company registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Holder (in such offering or adversely affect the price accordance with its written request) of such securities; but if Registrable Securities so registered. Alternatively, the Company may include such Registrable Securities in a separate registration statement to be filed concurrently with the registration statement for the securities to be filed by the Company. In the event that any registration pursuant to this Section 5.1 shall be, in whole or in part, an underwritten public offering of less than all Registrable Securities, the number of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such an underwriting may be reduced (pro rata among the requesting Holders, and any other persons who may have incidental registration rights, based upon the number of securities owned by such other Persons Holders which have incidental registration rights) if and to the extent that the managing underwriter advises the Company in writing that in its opinion such inclusion would not, in the opinion of such firm, materially adversely affect the distribution or price marketing of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such PersonsCorporation therein. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, at any time (other than pursuant to the Initial Public Offering or pursuant to Section 2 3 or 3 of this Agreement, to file a Registration Statement under the Securities Act Section 5) proposes to register any of its Ordinary Shares for public sale securities under the Securities Act (whether proposed to be offered for sale by to the Company public, whether for its own account or by for the account of other security holders or both (except with respect to registration statements on Forms S-4, X-0 xx any other Personsuccessor to such forms or another form not available for registering the Registrable Securities for sale to the public), each such time it will promptly give prompt written notice (which notice shall specify to all holders of the intended method or methods of disposition) to the Holders Registrable Securities of its intention so to do so, and upon do. Upon the written request of any Holder delivered to such holder, received by the Company within ten Business Days thirty (30) days after the giving of any such notice (which request shall specify by the number Company, to register any or all of its Registrable Securities intended to be disposed of by such Holder)Securities, the Company will use commercially reasonable its best efforts to include in such Registration Statement all cause the Registrable Securities as to which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities so requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold covered by the Company in the offering, the aggregate number of Registrable Securities requested registration statement proposed to be included in such offering filed by the Holders shall be reduced pro rata Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Securities so registered. Notwithstanding any other provision of this Section 4, the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required obligated to give register any Preferred Shares for sale pursuant to any such registration, provided, however, that in any underwritten public offering contemplated by this Agreement, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion thereof. If the registration of which the Company gives notice ofis for a registered public offering involving an underwriting, or effect any registration the Company shall so advise the holders of Registrable Securities under as a part of the written notice given pursuant to this Section incidental to, 4. In such event the registration right of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration holder of Registrable Securities effected under to registration pursuant to this Section 4 shall relieve be conditioned upon such holder's participation in such underwriting to the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.extent provided herein. All holders of

Incidental Registration. (a) From and If Company at any time after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, ----------------------- Effective Time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement registration statement -------------------------- under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to register any be offered in a transaction of its Ordinary Shares for public sale the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities (whether proposed to be offered for sale by the Company or by any other Persona "Registration Statement"), it will ---------------------- give prompt written notice to all Holders at least twenty (20) Business Days prior to the initial filing with the Commission of such Registration Statement, which notice shall specify set forth the intended method or methods of disposition) to disposition of the Holders of its intention to do so, and upon the written request of any Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended securities proposed to be disposed of registered by such Holder), the Company will use commercially reasonable efforts Company. The notice shall offer to include in such Registration Statement all filing the aggregate number of shares of Registrable Securities which as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within ten (10) Business Days after the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice receipt of such determination to offer from Company, setting forth the Holders requesting registration and thereupon the Company shall be relieved amount of its obligation to register such Registrable Securities for which registration is requested. Company shall thereupon include in connection with such registration. (c) The Company will not be required to effect any registration filing the number of shares of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy which registration is so requested, subject to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. If the managing underwriter for the offering) selected by the of a proposed public offering shall advise Company in writing that, in such firm's its opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and the distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Holders Company or such demanding security holder would materially and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution of such securities by Company or price such demanding security holder, then all selling security holders (including the demanding security holder who initially requested such registration, but not the Company) shall reduce the amount of the securities each intended to be sold distributed through such offering on a pro rata basis (which reduced amount may be zero). Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. Notwithstanding the provisions of this Section 3, the Holders shall have no right to have any Registrable Securities registered under any Registration Statement filed by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance connection with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any shares of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or the Company's Common Stock that are issued to persons who have received such stock options or other employee benefit or compensation plansas a result of the conversion of indebtedness of Target held by such persons. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after If at any time following the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act Closing Date Enstar proposes to register any of its Ordinary Shares for public sale Common Stock under the Securities Act (whether proposed to be offered other than on Forms X-0, X-0 or any other form which does not permit registration of securities by Flowers for sale by to the Company public for cash) in connection with the proposed offer and sale for cash either for its own account or by on behalf of any other Person)holder of Common Stock, it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders Flowers of its intention to do so, and upon . Upon the written request of any Holder delivered to the Company Flowers, given within ten Business Days five business days after receipt of any such notice (which request shall specify notice, to register any of the number of Registrable Securities intended to be disposed of by such Holder)Registration Shares, the Company Enstar will use commercially its reasonable best efforts to include in such cause the Registration Statement all Registrable Securities Shares as to which the Company registration has been so requested to register be included in the shares of Common Stock to be covered by the Holders. (b) If at any time prior registration statement proposed to be filed by Enstar, all to the effective date of any Registration Statement described extent required to permit the sale or other disposition by Flowers (in subsection (a), the Company shall determine for any reason not to proceed accordance with such registration, the Company may, at its election, give written notice request) of such determination to the Holders requesting Registration Shares so registered. If a registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities effected pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company 4 involves a firm commitment underwritten public offering, Enstar shall have been advised in writing (with a copy the sole right to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be select the managing underwriter underwriters. The managing underwriters for such offering shall have the offering) selected by authority to reduce the Company that, in such firm's opinion, registration number of Registrable Securities and of any other securities requested Registration Shares to be included in such registration by Persons having rights if and to include securities therein at that time may interfere with an orderly sale and distribution the extent they are of the securities being sold by the Company in opinion (a copy of which shall be delivered to Flowers), that inclusion of such offering or Registration Shares would materially adversely affect the price of such securities; but if an offering of less than all marketing of the Registrable Securities requested Common Stock to be registered by sold under such offering. Any such reduction or cutback in the Holders and other securities requested to shares included in any such offering shall be effected in accordance with the following priorities: (a) First, the managing underwriters shall exclude shares ("Piggyback Shares") of Common Stock included in such registration by shareholders (including Flowers) by virtue of incidental or piggyback registration rights (but not demand registration rights) granted to such other Persons would notshareholders, in which exclusion shall be effected on a pro rata basis based upon the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities shares of Common Stock so requested to be included registered in such offering by all such shareholders proposing to sell Piggyback Shares; and (b) Second, and only to the Holders extent necessary and after the exclusion of all Piggyback Shares, the managing underwriters shall be reduced pro rata in accordance with the proportion that the number exclude shares of shares proposed to be Common Stock included in such registration by the Holders bears to Enstar and any shareholder of Enstar who shall have exercised a demand registration right in connection with such offering, which exclusion shall be effected on a pro rata basis based upon the number of shares of Common Stock proposed to be registered on behalf of Enstar and on behalf of any such holder of demand registration rights. Notwithstanding anything to the contrary contained in this Section 4, if there is a firm commitment underwritten public offering of Common Stock pursuant to which Flowers has incidental registration rights under this Section 4 and Flowers elects to sell Registration Shares in connection with such underwritten public offering, Flowers shall enter into an agreement (the "Lockup Agreement"), pursuant to which Flowers shall refrain from selling any Registration Shares (other than Registration Shares included in such registration Registration) then owned by Flowers during the Holders period of distribution of Common Stock by such underwriters and all other for a period of ninety days following the effective date of such Persons. (d) The Company registration; provided, however, that Flowers shall not be required to give notice ofenter into the Lockup Agreement if, or effect any registration and only if, directors and executive officers of Registrable Securities under this Section incidental to, Enstar enter into an agreement similar to the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plansLockup Agreement. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From Subject to the terms and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Dateconditions set forth herein, if the Company proposesproposes on or after January 14, other than pursuant 1999 to Section 2 or 3 register the offer and sale of this Agreement, to file a Registration Statement shares of Common Stock for its own account (the "Initially Proposed Shares") for cash under the Securities Act to register any of its Ordinary Shares for in an underwritten public sale under the Securities Act (whether proposed to be offered for sale by offering, the Company or by any other Person), it will promptly give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do soeffect such registration (such notice to specify, to the extent known, the proposed offering price, the number of shares of Common Stock proposed to be registered, and upon the written distribution arrangements, including indemnification of underwriters), and the Holders shall be entitled to include in such registration statement, as a part of such underwritten offering, such number of Registrable Securities (the "Holder Shares") to be sold for the account of the Holders (on the same terms and conditions as the Initially Proposed Shares) as shall be specified in a request of any Holder in writing delivered to the Company within ten Business Days 15 days after any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities date upon which the Company has been so requested gave the aforementioned notice. The Company's obligations to register by include Holder Shares in a registration statement pursuant to this Section 3 is subject to each of the Holders.following limitations, conditions, and qualifications: (ba) If If, at any time after giving written notice of its intention to effect a registration of any of its shares of Common Stock prior to the effective date of any Registration Statement described registration statement filed in subsection (a)connection with such registration, the Company shall determine for any reason not to proceed with register the offer and sale of such registrationshares, the Company may, at its election, give written notice of such determination to the Holders requesting registration of Holder Shares and thereupon the Company it shall be relieved of its obligation to use any efforts to register such Registrable Securities any Holder Shares in connection with such aborted registration. (cb) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section If, in connection with an offering of Ordinary Shares solely for the account opinion of the Company if managing underwriter(s) of such offering, the Company shall have been advised in writing (distribution of all or a specified portion of the Holder Shares would materially interfere with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company thatregistration and sale, in such firm's opinionaccordance with the intended method thereof, registration or materially adversely affect the pricing of Registrable Securities the Initially Proposed Shares, then the number of Holder Shares and shares of Common Stock to be registered on behalf of any person (other securities requested than the Company) entitled to exercise incidental registration rights with respect to such registration ("Other Holders") to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to statement shall be registered by reduced (pro rata among the Holders and other securities Other Holders on the basis of the number of shares that each such Holder and Other Holder requested to be included unless such Other Holder's rights are being exercised pursuant to a demand registration right or are expressly superior to the rights of the Holders pursuant to this Agreement, in which case such registration by Other Holder's number of shares shall not be reduced pursuant to this Section 3(b)) to such other Persons would notnumber, if any, that, in the opinion of such firmmanaging underwriter(s), adversely affect the distribution or price can be included without such interference. If, as a result of the securities provisions of the preceding sentence, any Holder is not entitled to include all of the Holder Shares in such registration, such Holder may elect to withdraw its request to include any Holder Shares in such registration (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be sold irrevocable and such Holder shall no longer have any right to include any Holder Shares in the registration as to which such Withdrawal Election was made. (c) As a condition to each Holder's right to include Holder Shares in a registration pursuant to this Section 3, such Holder shall, if requested by the Company in or the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (dmanaging underwriter(s) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergerssuch registration and distribution, consolidations(A) agree to sell the Holder Shares on the basis provided in any underwriting arrangements entered into in connection therewith and (B) complete and execute all questionnaires, acquisitionspowers of attorney, exchange offersindemnities, subscription offersunderwriting agreements, dividend reinvestment plans or stock options or and other employee benefit or compensation plansdocuments that are customary in similar transactions and required under the terms of such underwriting arrangements. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (ai) From and after If, during the first anniversary of the IPO DateRegistration Period, and before the tenth anniversary of the IPO Date, if the Company proposes, other than pursuant at any time or from time to Section 2 or 3 of this Agreement, time proposes to file with the Commission a Registration Statement registration statement under the Securities Act with respect to register any proposed distribution of any of its Ordinary Shares securities (other than a registration to be effected on Form S-4, S-8 or other similar limited purpose form), whether for public sale for its own account or for the account of any other person holding registration rights with respect to the securities of the Company, then the Company shall give written notice of such proposed filing to the holders of Registrable Stock at least thirty (30) days before the anticipated filing date, and such notice shall describe in detail the proposed registration and distribution (including those jurisdictions where registration or qualification under the Securities Act (whether securities or blue sky laws is intended) and shall offer the holders of Registrable Stock the opportunity to register such number of shares of Registrable Stock as the holders of Registrable Stock may request. Upon receipt by the Company by the anticipated filing date of written requests from the Participating Holders of Registrable Stock for the Company to register their Registrable Stock, the Company shall permit, or in the event of an underwritten offering, shall use its best efforts to cause the managing underwriter or underwriters of such proposed underwritten offering to permit, the Participating Holders to include such securities in such offering on the same terms and conditions as any similar securities of the Company included therein; provided, however, that IF in the opinion of the managing underwriter or underwriters of such offering, the inclusion of the total amount or kind of securities which it or the Company, and any other persons or entities, intend to include in such offering would interfere, hinder, delay, reduce or prevent the effectiveness or sale of the Company's shares of Common Stock proposed to be so registered or would otherwise adversely affect the success of such offering, THEN the amount or kind of securities to be offered for sale by the accounts of the Company and each holder of Common Stock (including without limitation Registrable Stock) or securities convertible into or exercisable for Common Stock proposed to be registered (other than any persons exercising demand registration rights) shall be reduced (or eliminated) in proportion to their respective values to the extent necessary to reduce the total amount of securities to be included in such offering on behalf of such holders of securities to the amount recommended by such managing underwriter. For purposes of this Section, "value" shall mean principal amount with respect to debt securities and the proposed offering price per share with respect to equity securities. Notwithstanding the foregoing, if, at any other Person), it will give prompt time after giving written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so, register Common Stock or other securities convertible into or exercisable for Common Stock and upon the written request of any Holder delivered prior to the Company within ten Business Days after any effectiveness of the registration statement filed in connection with such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder)registration, the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine determines for any reason either not to proceed with effect such registration or to delay such registration, the Company may, at its election, give by delivery of written notice of such determination to the Holders requesting registration and thereupon Participating Holders, (i) in the Company shall be relieved case of a determination not to effect registration, relieve itself of its obligation obligations to register such any Registrable Securities Stock in connection with such registration. , or (cii) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion case of such firmdetermination to delay the registration, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, delay the registration of any such Registrable Stock for the same period as the delay in the registration of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options such other shares of Common Stock or other employee benefit securities convertible into or compensation plansexercisable for Common Stock. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act proposes to register any of its Ordinary Shares for public sale Company Securities under the Securities Act (whether proposed to be offered for sale other than a registration of Common Shares (A) issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or (B) in connection with a direct or indirect acquisition by the Company of another company), whether or by any other Person)not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice (at least 10 days prior to the anticipated filing date of the registration statement relating to such registration to each DLJ Entity and each Other Stockholder, which notice shall specify set forth such Stockholder's rights under this Section 5.02 and shall offer such Stockholders the intended method or methods opportunity to include in such registration statement such number of disposition) Registrable Securities of the same type as are proposed to the Holders of its intention to do so, and upon be registered as each such Stockholder may request (an "INCIDENTAL REGISTRATION"). Upon the written request of any Holder delivered to such Stockholder made within 5 days after the receipt of notice from the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such HolderStockholder), the Company will use commercially reasonable its best efforts to include in such Registration Statement effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Stockholders, to the Holders. extent requisite to permit the disposition of the Registrable Securities so to be registered; PROVIDED that (b1) If if such registration involves an Underwritten Public Offering, all such Stockholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company and (2) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) and prior to the effective date of any Registration Statement described the registration statement filed in subsection (a)connection with such registration, the Company shall determine for any reason not to proceed with register such registrationsecurities, the Company may, at its election, shall give written notice of to all such determination to the Holders requesting registration and thereupon the Company Stockholders and, thereupon, shall be relieved of its obligation to register such any Registrable Securities in connection with such registration. registration (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy without prejudice, however, to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and rights of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities DLJ Entity under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) 5.01). No registration of Registrable Securities effected under this Section 5.02 shall relieve the Company of its obligations to effect registrations a Demand Registration to the extent required by Section 5.01. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to Sections 2 this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering requested by a Selling Stockholder in a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01(e) shall apply) and 3the managing underwriter advises the Company that, in its view, the number and/or type of shares of Registrable Securities which the Company and the Other Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, so much of the securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders on the basis of the relative number of shares of Registrable Securities requested to be so included).

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, at any time proposes to register on any form which may be used for the registration of Registrable Securities other than Form S-4 or S-8 (or any successor or similar forms then in effect) any of its securities under the Securities Act (other than pursuant to Section 2 7.3), whether or 3 not pursuant to registration rights granted to other holders of this Agreement, its securities and whether or not for sale for its own account in a manner which would permit registration of Registrable Securities for sale to file a Registration Statement the public under the Securities Act to register any of its Ordinary Shares for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person)Act, it will each such time give prompt written notice (which notice shall specify the intended method or methods to all Holders of disposition) to the Holders Registrable Securities of its intention to do soso and of such Holders' rights under this Section 7.4; provided that in any event, and upon such notice shall be given to all such Holders at least 20 days prior to such proposed registration. Upon the written request of any such Holder delivered to the Company made within ten Business Days 15 days after notice is deemed given of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such HolderHolder and the intended method or methods of disposition thereof), the Company will use commercially reasonable efforts to include in such Registration Statement effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders. Holders thereof, to the extent necessary to permit the disposition (bin accordance with the intended methods thereof as aforesaid) If at any time prior of the Registrable Securities so to be registered. Prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities statement filed in connection with such registration. (c) The Company will not be required to effect any a registration of Registrable Securities pursuant to described in this Section 7.4, immediately upon notification to the Company from the managing underwriter, in connection with the case of an offering of Ordinary Shares solely for the account underwritten offering, of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (price at which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested pursuant to this Section 7.4 are to be sold, the Company shall advise each requesting Holder of such price, and if such price is below the price which any requesting Holder shall have indicated to be acceptable to such requesting Holder, such requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Personsstatement. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act proposes to register any of its Ordinary Shares for public sale Company Securities under the Securities Act (whether proposed to be offered for sale other than a registration of Common Shares (A) issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or (B) in connection with a direct or indirect acquisition by the Company of another company), whether or by any other Person)not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b), give prompt written notice (at least 10 days prior to the anticipated filing date of the registration statement relating to such registration to each DLJ Entity and each Other Stockholder, which notice shall specify set forth such Stockholder's rights under this Section 5.02 and shall offer such Stockholders the intended method or methods opportunity to include in such registration statement such number of disposition) Registrable Securities of the same type as are proposed to the Holders of its intention to do so, and upon be registered as each such Stockholder may request (an "INCIDENTAL REGISTRATION"). Upon the written request of any Holder delivered to such Stockholder made within 5 days after the receipt of notice from the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such HolderStockholder), the Company will use commercially reasonable its best efforts to include in such Registration Statement effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Stockholders, to the Holders. extent requisite to permit the disposition of the Registrable Securities so to be registered; PROVIDED that (b1) If if such registration involves an Underwritten Public Offering, all such Stockholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company and (2) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.02(a) and prior to the effective date of any Registration Statement described the registration statement filed in subsection (a)connection with such registration, the Company shall determine for any reason not to proceed with register such registrationsecurities, the Company may, at its election, shall give written notice of to all such determination to the Holders requesting registration and thereupon the Company Stockholders and, thereupon, shall be relieved of its obligation to register such any Registrable Securities in connection with such registration. registration (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy without prejudice, however, to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and rights of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities DLJ Entity under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) 5.01). No registration of Registrable Securities effected under this Section 5.02 shall relieve the Company of its obligations to effect registrations a Demand Registration to the extent required by Section 5.01. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to Sections 2 this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering requested by a Selling Stockholder in a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01(e) shall apply) and 3the managing underwriter advises the Company that, in its view, the number and/or type of shares of Registrable Securities which the Company and the Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, so much of the securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders on the basis of the relative number of shares of Registrable Securities requested to be so included).

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act at any time proposes to register any of its Ordinary Shares for public sale securities under the Securities Act on Form S-1, S-2 or S-3 or the equivalenx (xxxxxwise than to register debt securities under Form S-3, or any comparable successor form), whether proposed to be offered for sale by of its own accord or at the Company request of any holder or by any other Person)holders of such securities, it will each such time give prompt written notice (which notice shall specify the intended method or methods to all holders of disposition) to the Holders outstanding Restricted Securities of its intention so to do so, and upon do. Upon the written request of any Holder delivered to the Company within ten Business Days after a holder or holders of any such notice (which request shall specify the number Restricted Securities given within 30 days after receipt of Registrable Securities intended to be disposed of by any such Holder)notice, the Company will use commercially reasonable efforts to include in such Registration Statement cause all Registrable Securities Bridge Stock, the holder or holders of which the Company has been shall have so requested registration thereof, to register be registered under the Securities Act pursuant to such registration statement, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the prospective Holder or Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be Bridge Stock so registered. If the managing underwriter for the respective offering) selected by , if any, advises the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included writing that the inclusion in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering some or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested Bridge Stock sought to be registered by the Holder or Holders in its opinion will cause the proceeds or the price per unit the Company or the requesting or demanding holder of securities will derive from such registration to be reduced or that the number of securities to be registered at the instance of the Company or such requesting or demanding holder plus the number of securities sought to be registered by the Holders and other securities requested is too large a number to be included in such registration by such other Persons would notreasonably sold, in the opinion number of such firm, adversely affect the distribution or price of the securities sought to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders registered for each Holder shall be reduced pro rata rata, in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed securities sought to be included registered by all Holders (including Holders requesting registration pursuant to registration rights granted under the Note and Warrant Purchase Agreement) , to the extent necessary to reduce the number of securities to be registered to the Recommended Number, subject at all times to those registration rights granted to certain holders of the Company's securities set forth in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental toInvestors' Rights Agreement, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plansOxygen Subscription Agreement and the Guidance Registration Rights Agreement. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. If the Corporation at any time (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act 3) proposes to register any of its Ordinary Shares for public sale securities under the Securities Act (whether proposed to be offered for sale by to the Company public, whether for its own account or by any for the account of other Personsecurity holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders at least 30 days prior to such filing of its intention to do so, and upon do. Upon the written request of any Holder delivered to such Holder, received by the Company Corporation within ten Business Days 30 days after the giving of any such notice (by the Corporation, to register any of its Registrable Securities, the Corporation will use its best efforts to cause the Registrable Securities as to which request registration shall specify have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Corporation, all to the extent requisite to permit the sale or other disposition by the Holders of the Registrable Securities so registered. In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of Registrable Securities intended to be disposed of by such Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration an underwriting may be reduced (pro rata among the requesting Holders based upon the number of Registrable Securities owned by Persons having rights such Holders) if and to include securities therein at the extent that time may interfere with an orderly sale and distribution the managing underwriter shall be of the securities being sold by the Company in opinion that such offering or inclusion would adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price marketing of the securities to be sold by the Company in the offeringCorporation therein, the aggregate provided, however, (i) such number of Registrable Securities requested shall not be reduced if any Registrable Securities are to be included in such offering underwriting for the account of any person other than the Corporation or the requesting Holders; (ii) the shares held by officers of the Holders Corporation shall be reduced pro rata before any held by Holders are reduced; and (iii) in accordance with no event may less than 30% of the proportion that the total number of shares proposed of Common Stock to be included sold in such registration underwriting be made available for Registrable Securities held by the Holders bears requesting Holders. Notwithstanding the foregoing provisions, the Corporation may withdraw any registration statement referred to in this Section 4 without thereby incurring any liability to the number of shares proposed to be included in such registration by the Holders and all other such PersonsHolders. (d) The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act at any time proposes to register any of its Ordinary Shares for public sale Common Stock under the Securities Act (whether proposed to be offered for sale by to the public, whether for its own account or for the account of other security holders or both (except in connection with registration statements on Forms X-0, Xxxx X-0 or another form not available for registering the Registrable Stock for sale to the public), and provided the managing underwriter for the proposed offering, if any, advised the Company or by any other Person)that the inclusion of the Registrable Stock in such registration statement would not jeopardize the successful marketing of the Company's securities, it will in the managing underwriter's exercise of reasonable judgment, then the Company shall at such time give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders Holder of its intention to do soeffect such registration setting forth a description of intended method of distribution and indicating Holder's right under such proposed registration, and upon the written request of any the Holder delivered to the Company within ten Business Days twenty (20) days after any giving such notice (which request shall specify the number of Registrable Securities Stock intended to be disposed of by such the Holder), the Company will use commercially reasonable efforts shall include such Registrable Stock held by the Holder and requested to include be included in such Registration Statement all registration, subject to any underwriter's cutback or lock-up of the Registrable Securities Stock which the Company has been so requested to register by the Holderssuch underwriters may unilaterally impose. (b) If If, at any time after giving such written notice of the Company's intention to register any of the Registrable Stock and prior to the effective date of any Registration Statement described the registration statement filed in subsection (a)connection with such registration, the Company shall determine for any reason not to proceed with file the registration statement wherein the Registrable Stock would be registered or to delay the registration of such registrationRegistrable Stock, at its sole election, the Company may, at its election, may give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such any Registrable Securities Stock issued or issuable in connection with such registration (but not from its obligation to pay registration expenses in connection therewith or to register the Registrable Stock in a subsequent registration). (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the Holders and other securities requested to be included in such registration by such other Persons would not, in the opinion of such firm, adversely affect the distribution or price of the securities to be sold by the Company in the offering, the aggregate number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed to be included in such registration by the Holders bears to the number of shares proposed to be included in such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect include any registration of the Registrable Securities under this Section incidental to, Stock in the registration statement relating to an underwritten offering of the Company's securities unless the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, if any of its securities (provided such terms are usual and customary for selling stockholders) and the Holder agrees to execute and/or deliver such documents in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans such registration as the Company or stock options or other employee benefit or compensation plansthe managing underwriter may reasonably request. (ed) No The Company may, in its sole discretion and without the consent of the Holder, withdraw such registration of Registrable Securities effected under statement and abandon the proposed offering in which the Holder had requested to participate, but such abandonment shall not preclude subsequent request for registration pursuant to this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and If at any time on or after the first anniversary of Effectiveness Date but prior to the IPO Date, and before the tenth anniversary of the IPO Date, if the Company proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act Termination Date META proposes to register any of its Ordinary Shares for public sale Common Stock under the Securities Act for sale to the public by META in a firm commitment underwritten primary public offering (whether proposed except with respect to registration statements on Forms X-0, X-0 or their then equivalents, the registration of shares to be offered solely for sale by the Company account of a person or by any persons other Personthan META, the registration of shares to be issued solely in connection with an acquisition of an entity or business, the registration of shares issuable solely upon the exercise of stock options, or the registration of shares issuable solely pursuant to employee benefit plans), each such time it will give prompt written written, confidential notice (which notice shall specify the intended method or methods of disposition) to the Holders each Holder of its intention so to do so, and upon such Holder hereby agrees to treat such information confidentially and not to disclose it to any person or entity until META so publicly discloses it. Upon the written request of any each Holder delivered to register his, her or its Registrable Shares, received by META within 10 days after the Company within ten Business Days after giving of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder)META, the Company META will use commercially reasonable efforts to include in such Registration Statement all cause the Registrable Securities Shares as to which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities so requested to be included in the securities to be covered by the registration statement proposed to be filed by META (the “Registration Statement”), provided, however, that META’s obligation to register Registrable Shares pursuant to such registration by Persons having rights to include securities therein a request shall be conditioned on the requirements that (i) such Registrable Shares represent, in the aggregate, (a) at that time may interfere with an orderly sale least $500,000 (based on the proposed maximum offering price per share) and distribution (b) not more than 15% of the securities being sold by proposed maximum aggregate offering price when considered together with the Company in such offering or adversely affect shares META intends to register on its behalf and on the price behalf of such securities; but if an offering of less than all of the Registrable Securities requested to be registered by the non–Holders and other securities requested (ii) META, in its sole discretion and for any reason, does not withdraw such Registration Statement. The number of Registrable Shares to be included in any such registration by such other Persons would not, may be reduced in whole or in part (prior to any reduction of the number of securities to be included in the opinion Registration Statement held by any other persons who have contractual rights to include such securities in the Registration Statement and as who have requested the inclusion of such firm, securities in the Registration Statement) in the managing underwriter’s sole discretion if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the distribution or price marketing of the securities to be sold by META therein. Notwithstanding the Company in the offeringforegoing, the aggregate rights granted by META under this Section 2.1 shall terminate (the “Termination Date”) on the earlier of (i) the date which is the first anniversary of the date of effectiveness of this Agreement, (ii) the date on which META consummates one incidental registration for the benefit of any Holders (each a “Selling Stockholder” and collectively the “Selling Stockholders”) or (iii) the date on which all Registrable Shares included on a Registration Statement shall have been either transferred pursuant to such Registration Statement or are no longer Registrable Shares. If the number of Registrable Securities requested to be included in such offering by the Holders shall be reduced pro rata in accordance with the proportion that the number of shares proposed Shares to be included in such registration is reduced by 50% by the Holders bears to the number of shares proposed to be included managing underwriter in accordance with this Section 2.1 or if META, in its sole discretion and for any reason, withdraws such registration, then such registration by the Holders and all other such Persons. (d) The Company shall not be required to give notice of, or effect any registration count as such for the purpose of Registrable Securities under this Section incidental to, the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plansimmediately preceding sentence. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations to effect registrations of Registrable Securities pursuant to Sections 2 and 3.

Incidental Registration. (a) From and after the first anniversary of the IPO Date, and before the tenth anniversary of the IPO Date, if If the Company proposes, at any time (other than pursuant to Section 2 4 or 3 of this Agreement, to file a Registration Statement under the Securities Act Section 6) proposes to register any of its Ordinary Shares for public sale securities under the Securities Act (whether proposed to be offered for sale by to the Company public, whether for its own account or by any for the account of other Personsecurity holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give prompt written notice (which notice shall specify the intended method or methods to all holders of disposition) to the Holders outstanding Restricted Stock of its intention so to do so, and upon do. Upon the written request of any Holder delivered to such holder, received by the Company within ten Business Days 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall specify state the number intended method of Registrable Securities intended to be disposed of by such Holderdisposition thereof), the Company will use commercially its reasonable efforts to include in such Registration Statement all Registrable Securities cause the Restricted Stock as to which the Company has been so requested to register by the Holders. (b) If at any time prior to the effective date of any Registration Statement described in subsection (a), the Company shall determine for any reason not to proceed with such registration, the Company may, at its election, give written notice of such determination to the Holders requesting registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with such registration. (c) The Company will not be required to effect any registration of Registrable Securities pursuant to this Section in connection with an offering of Ordinary Shares solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holders requesting registration) by a U.S. nationally recognized investment banking firm (which may be the managing underwriter for the offering) selected by the Company that, in such firm's opinion, registration of Registrable Securities and of any other securities so requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the securities being sold to be covered by the Company registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in such offering or adversely affect the price accordance with its written request) of such securities; but if Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of less than all Common Stock, the number of the Registrable Securities requested to be registered by the Holders and other securities requested shares of Restricted Stock to be included in such registration an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such other Persons would not, in holders) if and to the extent that the managing underwriter shall be of the opinion of that such firm, inclusion would adversely affect the distribution or price marketing of the securities to be sold by the Company in the offeringtherein, the aggregate PROVIDED, HOWEVER, that such number of Registrable Securities requested shares of Restricted Stock shall not be reduced if any shares are to be included in such offering by underwriting for the Holders shall be reduced pro rata account of any person other than the Company or requesting holders of Restricted Stock, and PROVIDED, FURTHER, HOWEVER, that in accordance with no event may less than one-third of the proportion that the total number of shares proposed of Common Stock to be included in such underwriting be made available for shares of Restricted Stock. Notwithstanding the foregoing provisions, the Company may withdraw any registration by statement referred to in this Section 5 or exclude any Restricted Stock for which the Holders bears board of directors of the Company determines in good faith and without regard to the number of shares proposed to be included expenses involved or liabilities inherent in such registration by the Holders and all other such Persons. (d) The Company shall process that it would not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, in the registration of any of its securities in connection with mergers, consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company of its obligations Company's best interests to effect registrations a registration without thereby incurring any liability to the holders of Registrable Securities pursuant to Sections 2 and 3Restricted Stock.