Common use of Incidental Registration Clause in Contracts

Incidental Registration. If the Company at any time proposes to file ----------------------- on its behalf or on behalf of any of its 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 unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar to Registrable Securities, then it will give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing within ------------ twenty (20) days after the date of receipt of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing the number of Registrable Securities for which registration is so requested, and will use its best efforts to effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in such registration statement) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offered.

Incidental Registration. (a) If the Company at any time proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement securities under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 X-0, X-0 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar forms and the form of registration statement to be used permits the registration of Registrable Securities), whether or not for sale for its own account, (other than a registration relating to a Qualified Public Offering), then it the Company will each such time, subject to the provisions of Section 2(b), give prompt written notice setting forth to the terms Holders of its intention to do so and of Holders' rights under this Section 2, at least 15 Business Days prior to the anticipated filing date of the proposed offering and registration statement relating to such other information as any Holder may reasonably request to all registration. Such notice shall offer the Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer opportunity to include in such filing registration statement such number of Registrable Securities as any each Holder may request. Each Upon the written request of any Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing made within ------------ twenty (20) days 10 Business Days after the date of receipt of such notice from the Company, setting forth 's notice (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedintended to be disposed of by such Holder), and will the Company shall use its best commercially reasonable efforts to effect the proposed registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such all Registrable Securities that which the success of Company has been so requested to register by such Holder to the offering would be materially and adversely affected by extent requisite to permit the inclusion disposition of the Registrable Securities requested so to be includedregistered; provided that (i) if such registration involves an underwritten offering, then any such Holder must sell its Registrable Securities to the amount underwriters selected by the Company on the same terms and conditions as apply to the Company (except that indemnification obligations of any such Holder shall be limited to those obligations set forth in Section 5) and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine in its sole discretion not to register such securities, the Company shall give written notice to each such Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration pursuant to this Section 2(a) involves an underwritten public offering, any such Holder may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2. (b) Subject to Section 2(c), if a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of equity securities (including all Registrable Securities) which the Company, the Holders and any other persons intend to include in such registration exceeds the largest number of securities which can be sold without reasonably expecting to have an adverse effect on such offering, including the price at which such securities can be sold, the number of such securities to be offered for the accounts of all Holders will included in such registration shall be reduced pro rata (based on to such extent, and the ratio that each Company will include in such Holder's requested securities bears to the total registration such maximum number of shares securities as follows: (i) first, all the securities the Company proposes to sell for its own account in such registration, (ii) second, all Registrable Securities requested to be included in such registration statementby the Holders shall be limited to such extent and shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Securities then held by each such Holder, provided that any such amount thereby allocated to any such Holder that exceeds such Holder's request shall be reallocated among the remaining requesting Holders in like manner and (iii) third, the number of such other securities requested to be included in such registration by the holders thereof shall be limited to such extent necessary and, subject to reduce any rights of such holders, shall be allocated pro rata among all such holders on the total amount basis of the relative number of such securities then held by each such holder. (c) If any holder of Common Stock, Common Stock Equivalents or other equity securities of the Company other than the Holders makes a requested or demand registration, (the "Requesting Holder") and such requested or demand registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including Registrable Securities) exceeds the largest number of securities which can be sold without reasonably expecting to have an adverse effect on such offering, including the price at which such securities can be sold, the number of such securities to be included in such offering registration shall be reduced to such extent, and the Company shall include in such registration such maximum number of securities as follows: (i) first, the number of such securities requested to be included in such registration by the Requesting Holder shall be limited to such extent, and shall be allocated pro rata between them on the basis of the relative number of such securities then held by the Requesting Holder; provided that any such amount thereby allocated to any such holder that exceeds such holder's request shall be reallocated on a pro rata basis to the amount recommended by such managing underwriter or underwriters; providedother remaining Requesting Holders, howeverand (ii) second, -------- ------- that if the number of securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended requested to be offered included in such registration by the Holders shall be limited to such extent and shall be allocated pro rata among all Holders, such Holders on the proportion by which basis of the amount relative number of such class of securities intended then held by each such Holder; provided that any such amount thereby allocated to any such Holder that exceeds such Holders request shall be offered by all reallocated among the remaining requesting Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredlike manner.

Incidental Registration. (a) If the Company at any time proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement securities under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 S-8), whether or not for its own account (and including any successor form unless such forms are being used in lieu registration pursuant to a request or demand right of or as the functional equivalent of, registration rights) for any class that is the same or similar to Registrable Securitiesother Person), then it the Company will each such time give prompt written notice setting forth thereof to the terms Shareholders of the proposed offering and such other information as any Holder may reasonably request to all Holders their rights under this Section 2.1, at least thirty (30) days before 15 Business Days prior to the initial anticipated filing with the Commission date of such registration statement, and . Such notice shall offer the Shareholders the opportunity to include in such filing registration statement such number of Registrable Securities as any Holder each Shareholder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise Upon the Company in writing written request of any Shareholder made within ------------ twenty (20) days 15 Business Days after the date of receipt of any such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedintended to be disposed of by such Shareholder in such offering, and the Company will use its reasonable best efforts to effect the registration under the Securities Act Act, as expeditiously as is possible, of all the Registrable Securities which the Company has been so requested to register by the Shareholders, subject to Section 2.1(b); provided, that until the six-month anniversary of the Initial Public Offering (or such shorter period as the underwriters for such Initial Public Offering shall require of either the Blackstone Entities or BACI), BACI shall not be permitted to include any Registrable Securities in such registration unless any of the Blackstone Entities include any Registrable Securities in such registration; provided, further, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company or any other holder of securities that initiated such registration (an “Initiating Holder”) shall determine for any reason not to proceed with the proposed registration, the Company may at its election (or the election of such Initiating Holder(s) as applicable) give written notice of such determination to the Shareholders and thereupon shall be relieved of its obligation to register any Registrable Securities. Notwithstanding Securities in connection with such registration (but not from its obligation to pay the foregoing, if Registration Expenses incurred in connection therewith). (b) If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter or underwritersadvises the Company in writing that, if anyin its opinion, the number of such offering deliver a written opinion to each Holder of such Registrable Securities that securities which the success of Company and the offering would be materially and adversely affected by the inclusion holders of the Registrable Securities requested and any other Persons intend to include in such registration exceeds the maximum number of securities which can be includedsold in such offering without having an adverse effect on such offering (including the price at which such securities can be sold), then the amount number of such securities to be offered for the accounts of all Holders will included in such registration shall be reduced pro rata (based on to such extent, and the ratio that each Company will include in such Holder's requested securities bears to the total registration such maximum number of shares securities as follows: (i) if such registration has been initiated by a Demand Party, then in the manner provided in Section 2.2(b); or (ii) if such registration has been initiated by the Company, then (A) first, all of the securities the Company proposes to sell for its own account, if any; and (B) second, such number of Registrable Securities requested to be included in such registration statement) to by the extent necessary to reduce the total amount Shareholders and such number of securities of the Company requested to be included in such offering to registration by any other holders of securities of the amount recommended by Company (including any Employee Stockholders) having equivalent rights under similar agreements (including the Employee Stockholders’ Agreement), which, in the opinion of such managing underwriter or underwriterscan be sold without having the adverse effect described above, which number of securities shall be allocated pro rata among such Shareholders and such other holders on the basis of the relative number of Registrable Securities then held by each such Shareholder and the number of securities subject to such equivalent rights held by such other holders; provided, however, -------- ------- that if securities are being offered for the account of any such amount thereby allocated to each such Shareholder or such other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount holder of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of that exceeds such class of securities intended to be offered by Shareholder’s or such other Persons holder’s request shall be reallocated among the Shareholders and such other holders in like manner, as applicable. (other than the Companyc) is reduced; provided, -------- further, that The Company will pay all Registration Expenses in no event shall the amount connection with each registration of Registrable Securities intended pursuant to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredthis Section 2.1.

Incidental Registration. If the Company at any time (other than pursuant to Section 3.3 or Section 3.5) proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on any form (other than a registration statement on Form S-4 or S-8 Forms X-0, X-0 or any successor form unless to such forms are being used or another form not available for registering the Registrable Securities for sale to the public and, except with respect to the Company’s first registration statement including securities to be sold on its behalf to the public in lieu of or as the functional equivalent ofan underwritten pubic offering), registration rights) for any class that is the same or similar to Registrable Securities, then each such time it will promptly give written notice setting forth the terms to all holders of the proposed offering and Registrable Securities of its intention so to do. Upon the written request of any such other information as any Holder may reasonably request to all Holders at least holder, received by the Company within thirty (30) days before after the initial filing with giving of any such notice by the Commission Company, to register any or all of such registration statementits Registrable Securities, and offer the Company will use its commercially reasonable best efforts to include in such filing such cause the Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing within ------------ twenty (20) days after the date of receipt of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing the number of Registrable Securities for which registration is shall have been so requested, and will use its best efforts to effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in such the securities to be covered by the registration statement) statement proposed to be filed by the Company, all to the extent necessary requisite to reduce permit the total amount sale or other disposition by the holder (in accordance with its written request) of such Registrable Securities so registered. 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 as a part of the written notice given pursuant to this Section 3.4. In such event the right of any holder of Registrable Securities to registration pursuant to this Section 3.4 shall be conditioned upon such holder’s participation in such 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 Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 3.4, if the underwriter determines that marketing factors require a limitation on the number of shares to be included in underwritten, such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then limitation will be imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggy back”) right to include such securities in the Registrable Securities intended registration statement and as to which inclusion has been requested pursuant to such right. The Company shall be offered obligated to all Holders, the proportion by which the amount of include in such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of registration statement only such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount limited portion of Registrable Securities intended with respect to ------- be offered by all Holders be reduced below twenty-five percent (25%) which such holder has requested inclusion hereunder. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 3.4 without thereby incurring any liability to the holders of Registrable Securities. If any holder of Registrable Securities disapproves of the total amount terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities to excluded or withdrawn from such underwriting shall be offeredwithdrawn from such registration.

Incidental Registration. (a) If (but without any obligation to do so) the Company at any time proposes to file ----------------------- on register for its behalf or on behalf of own account any of its security holders a registration statement capital stock or other securities under the Securities Act on any form in connection with the public offering of such securities solely for cash (other than a registration statement relating solely to the sale of securities to participants in a Company share option plan, a registration on Form S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities or similar to Registrable Securitiesa registration in which the only Ordinary Shares being registered is Ordinary Shares issuable upon conversion of debt securities that are also being registered or a transaction under Rule 145 of the Act), then it will the Company shall, at such time, promptly give each Holder written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any registration. Upon the written request of each Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing given within ------------ twenty (20) days after the date of receipt mailing of such notice from by the CompanyCompany in accordance with Section 15.5 the Company shall, setting forth subject to the provisions of Section 8, use its reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be registered; 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 the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination and its reasons therefor to the Holders, and (i) in the amount case of such a determination not to register, shall be relieved of its obligation to register any Registrable Securities for which in connection with such registration is requested and (ii) in the intended disposition case of such a determination to delay registering, shall be permitted to delay registering any Registrable Securities. The Company will thereupon include , for the same period as the delay in registering such filing the number other securities. (b) Any registration by holders of Registrable Securities for which in a registration is so requested, and will use its best efforts to effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to Company shall be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in such registration statement) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as accordance with the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount 's plan of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offereddistribution.

Incidental Registration. If the Company at any time after the Company’s IPO the Company proposes to file ----------------------- on register any of its behalf securities for its own account or on behalf of any of its security holders a registration statement under the Securities Act on any form other shareholders (other than in connection with a registration statement on Form S-4 or S-8 or any successor form unless relating solely to the sale of shares to employees), it shall give notice to the Holders of such forms are being used in lieu intention. Upon the written request of or as the functional equivalent of, registration rights) for any class that is the same or similar to Registrable Securities, then it will give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request given within 20 days after receipt of any such notice, the Company shall use its commercially reasonable efforts, subject to all Holders at least thirty (30) days before the initial filing with the Commission provisions of such registration statementthis Section 1.2, and offer to include in such filing such registration all of the Registrable Securities indicated in such request, so as any Holder may requestto permit the disposition of the shares so registered. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise If the managing underwriter advises the Company in writing within ------------ twenty (20) days after the date that marketing factors require a limitation of receipt of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing the number of Registrable Securities shares to be underwritten, then the number of shares of securities that are entitled to be included in the registration shall be allocated in the following order of priority: first, the Company shall be entitled to register all of the securities the Company wishes to register for which registration is so requestedits own account, subject to the provisions of this Section 1.2 and will use its best efforts to effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoingSection 1.3 below; and second, if remaining, the managing underwriter or underwriters, if any, Shareholders shall be entitled to register such number of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be includedregistered by them (pro rata to the respective number of Registrable Securities requested by each Shareholder to be included in the registration). For the avoidance of doubt, to the extent that the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of securities that each Shareholder may include in a registration may be reduced on a pro rata basis in accordance with the total amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in such registration statement) (including, without limitation, securities requested to be included in such registration by other persons pursuant to any other agreement or arrangement between such person and the Company). Notwithstanding anything herein to the contrary, the Company may enter into any such agreement or arrangement with any person that provides such person with the right to include in any registration such person’s registrable securities in accordance with the terms set forth therein; provided, however, that to the extent necessary that the number of shares of securities in such registration that are available for such registration is below the aggregate number of securities required to reduce be included in such registration pursuant to all arrangements binding upon the Company, then the number of shares of securities that each person (including the Shareholders) may include in such registration may be reduced on a pro rata basis in accordance with the total amount of securities requested to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredregistration.

Incidental Registration. If the Company at any time the Company proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement Common Stock under the Securities Act on any form after the date hereof (other than in connection with any acquisition or business combination transaction and other than in connection with stock options and employee benefit plans and compensation) either in connection with a primary offering for cash for the account of the Company, a secondary offering or a combined primary and secondary offering, the Company will, each time it intends to effect such a registration, give a Company Notice to all Holders whose Termination Date shall not have occurred at least 15 Business Days prior to the initial filing of a registration statement on Form S-4 or S-8 or any successor form unless with the SEC pertaining thereto, informing such forms are being used in lieu Holders of or as the functional equivalent of, its intent to file such registration rights) for any class that is the same or similar to Registrable Securities, then it will give written notice setting forth the terms statement and of the proposed offering and such other information as any Holder may reasonably Holders' right to request to all Holders at least thirty (30) days before the initial filing with registration of the Commission of such registration statement, and offer to include in such filing such Registrable Securities as held by the Holders. Upon the written request of one or more of the Holders made within 10 business days after any Holder may request. Each Holder desiring to have such Company Notice is given (which request shall specify the Registrable Securities registered under this Section 6.02 will advise intended to be disposed of by each such Holder, and, unless the Company in writing within ------------ twenty (20) days after applicable registration is intended to effect a primary offering of Common Stock for cash for the date account of receipt of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition method of such Registrable Securities. The distribution thereof), the Company will thereupon include in such filing the number of Registrable Securities for which registration is so requested, and will use its reasonable best efforts to effect the registration under the Securities Act of such all Registrable Securities. Notwithstanding , which the foregoingCompany has been so requested to register by one or more Holders to the 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 a primary offering for cash for the account of the Company, in accordance with the Company's intended method of distribution) of the Registrable Securities so requested to be registered, including, if necessary, by filing with the managing underwriter SEC a post-effective amendment or underwritersa 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 anyrequired 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 the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay such registration of the securities, the Company shall give written notice of such offering deliver a written opinion determination to each Holder of such Registrable Securities that and, thereupon, (A) in the success case of a determination not to register, the offering would Company shall be materially and adversely affected by the inclusion relieved of the its obligation to register any Registrable Securities requested in connection with such registration, and (B) in the case of a determination to delay such registration, the Company shall be included, then the amount permitted to delay registration of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares any Registrable Securities requested to be included in such registration statement) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered statement for the account of other Persons as well same period as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by delay in registering such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredsecurities.

Incidental Registration. If the Company at any time proposes to file on ----------------------- on its behalf or on behalf of any of its security holders a registration statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form unless such forms are being used for securities to be offered in lieu a transaction of the type referred to in Rule 145 under the Securities Act or as the functional equivalent ofto employees of Company pursuant to any employee benefit plan, registration rightsrespectively) for any class that is the same or similar to Registrable Securitiesgeneral registration of securities (an "Incidental Registration Statement"), then it will give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) 15 days before the initial filing with the Commission SEC of such registration statementIncidental Registration Statement, and which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing such the aggregate number of shares of Registrable Securities as any Holder such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will 3 shall advise the Company in writing within ------------ twenty (20) days 10 Business Days after the date of receipt of such notice offer from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securitiesrequested. The Company will shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and will shall use its best efforts to effect registration under the Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be effected in a firm commitment underwriting, Company will not be required to include Registrable Securities. Notwithstanding Securities in such underwriting unless the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such Registrable Securities that accepts the success terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed public offering would be materially and adversely affected by shall advise Company in writing that, in its opinion, the inclusion distribution of the Registrable Securities requested to be includedincluded in the registration concurrently with the securities being registered by Company would materially and adversely affect the distribution of such securities by Company, then all selling security holders with incidental registration rights shall reduce the amount of securities each intended to be offered for the accounts of all Holders will be reduced distribute through such offering on a pro rata (based on basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. The Company shall have the ratio that each such Holder's requested securities bears right to terminate or withdraw any Registration Statement initiated under this Section 3 prior to the total number effectiveness of shares requested such Registration Statement whether or not the Holders have elected to be included include Registrable Securities in such registration statement) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredRegistration Statement.

Incidental Registration. (i) If the Company at any time proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement Common Stock under the Securities Act of 1933, as amended (the "1933 ACT") by registration on any form (other than Forms S-4 or S-8), whether or not for sale for its own account, it will each such time give prompt written notice to all Holders holding Registrable Securities of its intention to do so and of such Holders' rights under this subsection 11(a) prior to the proposed registration. Upon the written request of any such Holder (a "REQUESTING HOLDER") made as promptly as practicable and in any event within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will file a registration statement on Form S-4 or S-8 or with respect to, and use its best efforts to make effective at the earliest possible date, the registration under the 1933 Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; PROVIDED, HOWEVER, that if at any successor form unless time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such forms are being used in lieu of or as registration, the functional equivalent of, registration rights) Company shall determine for any class that is reason not to register or to delay registration of such securities, the same or similar to Registrable SecuritiesCompany may, then it will at its election, give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer determination to include in such filing such each Requesting Holder of Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing within ------------ twenty (20) days after the date of receipt of such notice from the Company, setting forth and (i) in the amount case of such a determination not to register, shall be relieved of its obligation to register any Registrable Securities for which in connection with such registration is requested (but not from any obligation of the Company to pay the Registration Expenses in connection therewith) and (ii) in the intended disposition case of such a determination to delay registering, shall be permitted to delay registering any Registrable Securities. The , for the same period as the delay in registering such other securities. (ii) If the managing underwriter of any underwritten offering shall inform the Company will thereupon include in such filing that the number of Registrable Securities for which registration is so requested, and will use its best efforts to effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in such registration statement) exceeds the number which can be sold in such offering, and the Company has so advised the Requesting Holders in writing, then the Company will include in such registration, to the extent necessary of the number of Registrable Securities which the Company is so advised can be sold in (or during the time of) such offering, (a) first, among the securities the Company proposes to reduce sell; (b) second, among the total amount Preferred Securities (as defined in that certain Registration Rights Agreement dated August 30, 1995 by and among the Company, Branxxxx Xxxture Partners III, L.P., Theoxxxx X. Xxxxxxxxx, xxd River Cities Capital Fund Limited Partnership and the Addendum to Registration Rights Agreement dated September 15, 1995 by and among the Company, Branxxxx Xxxture Partners III, L.P., Theoxxxx X. Xxxxxxxxx, Xxver Cities Capital Fund Limited Partnership as further amended by the First Amendment to Registration Rights Agreement dated as of June 27, 1996 among the Company, Branxxxx Xxxture Partners III, L.P., Theoxxxx X. Xxxxxxxxx, Xxver Cities Capital Fund Limited Partnership IPP95, L.P., Environmental Opportunity Fund, L.P. and Environmental Opportunities Fund (Cayman) L.P. (such Registration Rights Agreement, Addendum and First Amendment thereto are collectively referred to as the "First Registration Rights Agreement")) in accordance with the terms set forth in the First Registration Rights Agreement; (c) third, among the Other Investor Shares, the Savaxxxxx Shares (each as defined in the First Registration Rights Agreement), the Priority Registrable Securities and among all holders of Registrable Shares (as defined in Registration Rights Agreement dated January 31, 1996 by and between the Company and Mass Transfer Systems, Inc.) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by the Other Investors (as defined in the First Registration Rights Agreement), Theoxxxx X. Xxxxxxxxx, xxe Requesting Holder, and such holders at the time of filing the registration statement; and (d) among other securities requested to be included in such offering registration. The registration rights of the Holders pursuant to this agreement are fully subordinated to the amount recommended rights of the holders under the First Registration Rights Agreement. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. In the event of any such withdrawal, the Company and the underwriter. In the event of any such withdrawal, the Company will include, on a proportionate basis (determined in accordance with the preceding sentence), in any such registration in lieu thereof any additional Registrable Shares which were requested to be included by a Requesting Holder and which were excluded pursuant to the above-described underwriter limitation up to the maximum set by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then underwriter. (iii) The Company will pay all Registration Expenses in connection with respect any registration effected pursuant to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredthis subsection 11(a).

Incidental Registration. If the Company at any time after the issuance of this Warrant, the Company proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement Common Stock under the Securities Act by registration on any form (other than a registration statement on Form S-4 or S-8 S-8, whether or any successor form unless not for sale for its own account, it shall each such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar to Registrable Securities, then it will time give prompt written notice setting forth to the terms Warrant Holder of its intention to do so and of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such Warrant Holder’s registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered rights under this Section 6.02 will advise 6(a). Upon the Company written request of the Warrant Holder, made as promptly as practicable and in writing any event within ------------ twenty ten (2010) days Business Days after the date of receipt of such notice from the Company, setting forth Company (i) which request shall specify the amount of such Registrable Securities for which registration is requested intended to be disposed of by the Warrant Holder and (ii) the intended disposition method of such Registrable Securities. The disposition), the Company will thereupon include in such filing the number of Registrable Securities for which registration is so requested, and will shall use its reasonable best efforts to effect effect, in such registration statement (the “Registration Statement”), the registration under the Securities Act of such all Registrable Securities. Notwithstanding Securities that the foregoing, if Company has been so requested to register by the managing underwriter or underwriters, if any, of such offering deliver a written opinion Warrant Holder to each Holder the extent required to permit the disposition of such Registrable Securities that in accordance with the success intended methods thereof described as aforesaid; provided, however, immediately upon notification to the Company from the managing underwriter of the offering would price at which such securities are to be materially sold, if such price is below the price which the Warrant Holder shall have indicated to be acceptable to him, her or it, the Company shall so advise the Warrant Holder of such price, and adversely affected by the inclusion Warrant Holder shall then have the right to withdraw his, her or its request to have his, her or its Registrable Securities included in such Registration Statement; provided, further, that if, at any time after giving written notice of his, her or its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, (a) give written notice of such determination not to register, and thereby be relieved of its obligation to register any Registrable Securities requested in connection with such registration (but not from any obligation of the Company to pay the registration expenses in connection therewith), and (b) in the case of a determination to delay registering, shall be includedpermitted to delay registering any Registrable Securities, then the amount of securities to be offered for the accounts same period as the delay in registering such other securities. If the managing underwriter of all Holders will be reduced pro rata (based on any underwritten offering under this Section 6(a) shall inform the ratio that each such Holder's requested securities bears to Company by letter that, in its opinion, the total number or type of shares Registrable Securities requested to be included in such registration statement) would adversely affect such offering, and the Company has so advised the Warrant Holder in writing, then the Company will include in such registration, to the extent necessary of the number and type that the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to reduce the total amount of securities be sold for its own account, and second, such Registrable Securities requested to be included in such offering registration pursuant to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if this Warrant and all other securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended proposed to be offered to all Holdersregistered, pro rata based on the proportion by which the amount of such class number of securities intended proposed to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredregistered.

Incidental Registration. If For a period beginning 180 days after the commencement of an IPO and ending three years following an IPO, in the event that (but without any obligation to do so) the Company at any time proposes to file ----------------------- on its behalf or on behalf register any shares of any Common Stock in connection with the public offering of its security holders a registration statement under the Securities Act such shares solely for cash on any form of Registration Statement (other than (i) a registration statement pursuant to a Registration Statement on Form S-4 or Form S-8 (or any successor forms) or (ii) any form unless such forms are being used that does not include substantially the same information, other than information relating to the selling holders or their plan of distribution, as would be required to be included in lieu a Registration Statement covering the sale of Registrable Securities or as the functional equivalent of(iii) in connection with any dividend reinvestment or similar plan, registration rightsor (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any class that is similar transaction), the same or similar to Registrable Securities, then it will Company shall promptly give each Holder written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing within ------------ at least twenty (20) days before the anticipated filing date of any such Registration Statement. Upon the written request of any Holder within ten (10) days after the date of receipt by such Holder of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing the number of Registrable Securities for which registration is so requested, and will shall use its best reasonable efforts to effect registration cause to be registered under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion all of the Registrable Securities that such Holder has so requested to be includedregistered. The Company shall not be required to proceed with, or maintain the effectiveness of, any registration of its securities after giving the notice herein provided, and the right of any Holder to have Registrable Securities included in such Registration Statement shall be conditioned upon participation in any underwriting to the extent provided herein. The Company shall not be required to include any Registrable Securities in such underwriting unless the Holders thereof enter into an underwriting agreement with the underwriter(s) selected by the Company in customary form, and upon terms and conditions agreed upon between the Company and such underwriter(s) (except as to monetary obligations of the Holders not contemplated by Section 8 of these provisions). Notwithstanding any other provision of this Section 3, if the underwriter or the Company determines in good faith that marketing conditions or other relevant factors made advisable a limitation of the number of shares to be underwritten, then the amount of securities to underwriter or the Company may allocate the shares which the underwriter indicates can be offered for sold as follows: if the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears Registration Statement relates to the total number sale of shares requested to be included in such registration statement) by the Company, first, to the extent necessary to reduce the total amount of securities to be included in such offering Company and second to the amount recommended by such managing underwriter or underwritersHolders; provided, however, -------- ------- that if securities are being offered for in the account event that all of other Persons as well as the Company, then with respect to the Registrable Securities intended which the Holders wish to include in such Registration Statement cannot be offered included in such Registration Statement, the shares shall be allocated among the Requesting Holders as indicated above, and third, to all any other holder of securities wishing to include shares in such Registration Statement (the "Other Holders"), and if the Registration Statement relates to securities being registered pursuant to a demand right granted to Other Holders, first, to the proportion by which Other Holders, second, to the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reducedHolders; provided, -------- furtherhowever, that in no the event shall that all of the amount of Registrable Securities intended which the Holders wish to ------- include in such Registration Statement cannot be offered by all included in such Registration Statement, the shares shall be allocated among the Requesting Holders be reduced below twenty-five percent (25%) as indicated above, and third, to the Company. Any Holder that disapproves of the total amount terms of the underwriting may elect to withdraw therefrom by written notice to the Company and the underwriter. Any securities to excluded or withdrawn from such underwriting shall be offeredwithdrawn from such registration.

Incidental Registration. (a) If the Company at any time subsequent to an Initial Public Offering AmComp proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement securities under the Securities Act on any form (other than by a registration statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar to Registrable forms) whether for its own account or for the account of the holder or holders of any Other Securities, then it will each such time give prompt written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before Warrant Securityholders of its intention to do so. Upon the initial filing with the Commission written request of any such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing holder made within ------------ twenty (20) 30 days after the date of receipt of any such notice from (which request shall specify the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested intended to be disposed of by such holder and (ii) the intended method of disposition of such Registrable Securities. The Company will thereupon include in such filing the number of Registrable Securities for which registration is so requestedthereof), and AmComp will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which AmComp has been so requested to register by the holders thereof, to the extent required 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 AmComp 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 the registration statement filed in connection with such registration, AmComp shall determine for any reason either not to register or to delay registration of such securities, AmComp may, at its election, give written notice of such determination to each Warrant Securityholder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. Notwithstanding AmComp will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 3.1. (b) If AmComp at any time proposes to register any of its securities under the foregoingSecurities Act as contemplated by Section 3.1(a) and such securities are to be distributed by or through one or more underwriters, AmComp will, if requested by any holder of Registrable Securities as provided in this Section 3.1, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters; provided that if the managing underwriter or underwriters, if any, of such underwritten offering deliver shall inform AmComp and holders of the Registrable Securities requesting such registration and all other holders of any Other Securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the rights under this Section 3.1, by letter of its belief that inclusion in such distribution of all or a written opinion specified number of such securities proposed to each Holder be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities that the success and such Other Securities proposed so to be registered which may be distributed without such effect), then AmComp may, upon written notice to all holders of the offering would be materially and adversely affected by the inclusion of the such Registrable Securities requested and holders of such Other Securities, include in such registration, if and to the extent stated by such managing underwriter to be includednecessary to eliminate such effect, then the amount of (i) first, securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in such registration statementfor the account of AmComp ("AmComp Shares"), and (ii) second, requested to be included in such registration by the extent necessary holder or holders thereof pro rata among such holders requesting such registration on the basis of the number of such securities or shares requested to reduce be included by such holders' provided that (x) AmComp shall include only Registrable Securities and Other Securities requested to be included in such registration by the total amount holders thereof pro rata among such holders on the basis of the number of such securities requested to be included by such holders, such that the resultant aggregate number of such Registrable Securities and Other Securities so included in such registration, together with the number of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered registration for the account of other Persons as well as the CompanyAmComp, then with respect shall be equal to the Registrable Securities intended to be offered to all Holdersnumber of shares stated in such managing underwriter's letter, and (y) if the proportion by which managing underwriter indicates that the amount inclusion of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount a greater percentage of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%and a lesser percentage of Other Securities) than the inclusion of the total amount such shares on a pro rata basis would permit a greater number of shares of its securities to be offeredregistered in a manner that would not interfere with the successful marketing of the securities being distributed by such underwriters, then Registerable Securities and Other Securities shall be included in such registration in the proportions so determined by the managing underwriter to permit inclusion of such greater number.

Incidental Registration. If the Company Subject to Section 6.7, if at any time after the first anniversary of the Closing Date the Company proposes to file ----------------------- on its behalf or on behalf of any of its security holders a registration statement under the Securities Act on any form (other than a registration statement on a Form S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar to forms) on any form that would permit the registration of the Registrable Securities, then it will whether or not such filing is to be on its behalf, each such time the Company shall give to each Holder prompt written notice of such determination setting forth the terms of date on which the proposed offering and such other information as any Holder may reasonably request Company proposes to all Holders at least thirty (30) days before the initial filing with the Commission of file such registration statement, which date shall be no earlier than twenty- one days from the date of such notice, and offer to include in such filing such Registrable Securities as any advising each Holder may request. Each Holder desiring of its right under this Section 6.2 to have Registrable Securities registered under this Section 6.02 will advise included in such registration. Upon the written request of any Holder received by the Company in writing within ------------ twenty (20) no later than thirty days after the date of receipt of such notice from the Company, setting forth 's notice (i) which request shall specify the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include to be included in such filing registration by such Holder), the number of Registrable Securities for which registration is so requested, and will Company shall use its best efforts to effect registration cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has so requested to be registered; provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holder to request such registration to be effected as a registration under Section 6.1. If a proposed registration pursuant to this Section 6.2 involves an underwritten public offering, any Holders making a request under this Section 6.2 in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registration. 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 securities to be so registered, including such Registrable Securities that Securities, will exceed the success maximum amount of the offering would Company's securities that can be materially and adversely affected by marketed at a price reasonably related to the inclusion then current market value of the Registrable Securities requested to be includedsuch securities, then the amount Company shall include in such registration (i) first, all the securities the Company proposes to sell for its own account or is required to register on behalf of any third party exercising rights similar to those granted in Section 6.1(a) and without having the adverse effect referred to above, and (ii) second, to the extent that the number of securities which the Company proposes to be offered sell for its own account pursuant to this Section 6.2, or is required to register on behalf of any third party exercising rights similar to those granted in Section 6.1(a), is less than the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares equity securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Registrable Securities requested to be included in such registration statement) by the Holders pursuant to this Section 6.2 and all shares of Common Stock requested to be included by third parties exercising the extent necessary rights similar to reduce those granted in this Section 6.2; provided that if the total amount number of Registrable Securities and other shares of Common Stock requested to be included in such registration by the Holders pursuant to this Section 6.2 and third parties exercising rights similar to those granted in this Section 6.2, together with the number of securities to be included in such registration pursuant to clause (i) of this Section 6.2, exceeds the number which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the amount recommended by number of such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Registerable Securities intended requested to be offered included in such registration by the Holders pursuant to this Section 6.2 shall be limited to such extent and shall be allocated pro rata among all Holders, such requesting Holders and third parties exercising rights similar to those granted in this Section 6.2 on the proportion by which basis of the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount relative number of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities each such Holder has requested to be offeredincluded in such registration and the number of shares of Common Stock requested to be included in such registration by such third parties.

Incidental Registration. If the Company at any time after the issuance of this Warrant, the Company proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement Common Stock under the Securities Act by registration on any form (other than a registration statement on Form S-4 or S-8 S-8, whether or any successor form unless not for sale for its own account, it shall each such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar to Registrable Securities, then it will time give prompt written notice setting forth to the terms Warrant Holder of its intention to do so and of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such Warrant Holder’s registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered rights under this Section 6.02 will advise 6(a). Upon the Company written request of the Warrant Holder, made as promptly as practicable and in writing any event within ------------ twenty ten (2010) days Business Days after the date of receipt of such notice from the Company, setting forth Company (i) which request shall specify the amount of such Registrable Securities for which registration is requested intended to be disposed of by the Warrant Holder and (ii) the intended disposition method of such Registrable Securities. The disposition), the Company will thereupon include in such filing the number of Registrable Securities for which registration is so requested, and will shall use its reasonable best efforts to effect effect, in such registration statement (the "Registration Statement"), the registration under the Securities Act of such all Registrable Securities. Notwithstanding Securities that the foregoing, if Company has been so requested to register by the managing underwriter or underwriters, if any, of such offering deliver a written opinion Warrant Holder to each Holder the extent required to permit the disposition of such Registrable Securities that in accordance with the success intended methods thereof described as aforesaid; provided, however, immediately upon notification to the Company from the managing underwriter of the offering would price at which such securities are to be materially sold, if such price is below the price which the Warrant Holder shall have indicated to be acceptable to him, her or it, the Company shall so advise the Warrant Holder of such price, and adversely affected by the inclusion Warrant Holder shall then have the right to withdraw his, her or its request to have his, her or its Registrable Securities included in such Registration Statement; provided, further, that if, at any time after giving written notice of his, her or its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, (a) give written notice of such determination not to register, and thereby be relieved of its obligation to register any Registrable Securities requested in connection with such registration (but not from any obligation of the Company to pay the registration expenses in connection therewith), and (b) in the case of a determination to delay registering, shall be includedpermitted to delay registering any Registrable Securities, then the amount of securities to be offered for the accounts same period as the delay in registering such other securities. If the managing underwriter of all Holders will be reduced pro rata (based on any underwritten offering under this Section 6(a) shall inform the ratio that each such Holder's requested securities bears to Company by letter that, in its opinion, the total number or type of shares Registrable Securities requested to be included in such registration statement) would adversely affect such offering, and the Company has so advised the Warrant Holder in writing, then the Company will include in such registration, to the extent necessary of the number and type that the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to reduce the total amount of securities be sold for its own account, and second, such Registrable Securities requested to be included in such offering registration pursuant to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if this Warrant and all other securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended proposed to be offered to all Holdersregistered, pro rata based on the proportion by which the amount of such class number of securities intended proposed to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredregistered.

Incidental Registration. (a) If the Company at any time Issuer proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement Common Stock under the Securities Act on any form (other than a registration statement (A) in connection with an Initial Public Offering, (B) on Form S-8 or S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar forms, (C) relating to Registrable SecuritiesCommon Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Issuer or (D) in connection with a direct or indirect merger, then it acquisition or other similar transaction) whether or not for sale for its own account, the Issuer will each such time, subject to the provisions of Section 4.2(b) hereof, give prompt written notice setting forth at least 30 days prior to the terms anticipated filing date of the proposed offering and such other information as any Holder may reasonably request registration statement relating to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statementto each Piggyback Stockholder, which notice shall set forth such Piggyback Stockholders' rights under this Section 4.2 and shall offer all Piggyback Stockholders the opportunity to include in such filing registration statement such number of shares of Registrable Securities Stock as each such Piggyback Stockholder may request (an "INCIDENTAL REGISTRATION"). Upon the written request of any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing such Piggyback Stockholder made within ------------ twenty (20) 15 days after the date of receipt of such notice from the Company, setting forth Issuer (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of shares of Registrable Securities for which registration is so requestedStock intended to be disposed of by such Piggyback Stockholder), and the Issuer will use its best efforts to effect the registration under the Securities Act of all Registrable Stock which the Issuer has been so requested to register by such Piggyback Stockholders, to the extent requisite to permit the disposition of the Registrable SecuritiesStock so to be registered: provided that (i) if such registration involves an Underwritten Public Offering, all such Piggyback Stockholders requesting to be included in the Issuer's registration must sell their Registrable Stock to the underwriters selected as provided in Section 4.4(f) on the same terms and conditions as apply to the Issuer and the selling Piggyback Stockholders and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 4.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register such stock, the Issuer shall give written notice to all such Piggyback Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Stock in connection with such registration. Notwithstanding No registration effected under this Section 4.2 shall relieve the foregoingIssuer of its obligations to effect a Demand Registration to the extent required by Section 4.1 hereof. The Issuer will pay all Registration Expenses in connection with each registration of Registrable Stock requested pursuant to this Section 4.2. (b) If a registration pursuant to this Section 4.2 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering requested by any Stockholder in a Demand Registration, if in which case the provisions with respect to priority of inclusion in such offering set forth in Section 4.1(d) shall apply) and the managing underwriter or underwritersadvises the Issuer that, if anyin its view, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares of Common Stock which the Issuer and the selling Piggyback Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Issuer will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered by the Issuer as would not cause the offering to exceed the Maximum Offering Size; (ii) second, all Benchmark Shares requested to be included in such registration statementstatement by any DLJ Entity pursuant to this Section 4.2 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such DLJ Entities on the basis of the relative number of shares of Registrable Stock requested to be so included); and (iii) to the extent necessary to reduce the total amount of securities third, all Registrable Stock other than Benchmark Shares requested to be included in such offering registration by any Piggyback Stockholder pursuant to the amount recommended by such managing underwriter or underwriters; providedSection 4.2 (allocated, however, -------- ------- that if securities are being offered necessary for the account offering not to exceed the Maximum Offering Size, pro rata among such Piggyback Stockholders on the basis of other Persons as well as the Company, then with respect to the relative number of shares of Registrable Securities intended Stock (excluding any Benchmark Shares) so requested to be offered to all Holders, the proportion by which the amount of included in such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredregistration).

Incidental Registration. (a) If the Company at any time proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement Company Securities under the Securities Act on any form (other than a registration statement on Form S-4 of Common Shares (A) issuable upon exercise of employee stock options or S-8 or in connection with any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same employee benefit or similar to Registrable Securitiesplan of the Company or (B) in connection with a direct or indirect acquisition by the Company of another company), then whether or not for sale for its own account, it will each such time, subject to the provisions of Section 2.02(b), give prompt written notice setting forth at least 10 days prior to the terms anticipated filing date of the proposed offering and such other information as any Holder may reasonably request registration statement relating to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statementto each Holder, which notice shall set forth such Holder's rights under this Section 2.02 and shall offer such Holders the opportunity to include in such filing registration statement such number of Registrable Securities as any each such Holder may requestrequest (an "INCIDENTAL REGISTRATION"). Each Upon the written request of any such Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing made within ------------ twenty (20) 5 days after the date of receipt of such notice from the Company, setting forth Company (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedintended to be disposed of by such Holder), and the Company will use its best efforts to effect the registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such all Registrable Securities that which the success of Company has been so requested to register by such Holders, to the offering would be materially and adversely affected by extent required to permit the inclusion disposition of the Registrable Securities requested so to be includedregistered; PROVIDED that (1) if such registration involves an Underwritten Public Offering, then the amount of securities all such Holders requesting to be offered included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(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 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (without prejudice, however, to the rights of any Holder under Section 2.01). No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.02. (b) If a registration pursuant to this Section 2.02 involves an Underwritten Public Offering (other than in the case of an Underwritten Public Offering requested by a Holder in a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number and/or type of shares of Registrable Securities which the Company and the Holders 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 accounts account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares Registrable Securities requested to be included in such registration statement) pursuant to the extent Section 2.02 (allocated, if necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect offering not to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which Maximum Offering Size, pro rata among such Holders on the amount basis of such class the relative number of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount shares of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities requested to be offeredso included).

Incidental Registration. If the Company If, at any time after the date hereof, the Company proposes to file ----------------------- on its behalf or on behalf of any of its security holders a registration statement under the Securities Act on any form (other than in connection with a registration statement Registration Statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu substituting therefor or a registration statement relating to issuances of securities other than Common Stock (or as securities convertible into Common Stock) by the functional equivalent of, registration rightsCompany) for with respect to an offering of any class that is of security by the same Company for its own account or similar to Registrable Securitiesfor the account of any of its security holders, then it will the Company shall give written notice setting forth of such proposed filing to the terms holders of the proposed offering and such other information as any Holder may reasonably request to all Holders Registrable Securities at least thirty (30) 20 days before the initial anticipated filing with date, and such notice shall offer such holders the Commission opportunity to register such number of Registrable Securities as each such holder may request; provided, however, that if such registration statement, is not underwritten and offer to include in such filing such Registrable Securities as are then covered by an effective Shelf Registration Statement, then the Company shall not have the obligation to give such notice with respect to such Registrable Securities or register any Holder may requestsuch Registrable Securities under this Section 2(b). Each Holder holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 6.02 will 2(b) shall so advise the Company in writing within ------------ twenty (20) 15 days after the date of receipt of such notice from the Company, setting Company (which request shall set forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing the number of Registrable Securities for which registration is requested). The Company shall include in such Registration Statement all such Registrable Securities so requestedrequested to be therein, and will and, if such registration is an Underwritten Registration, the Company shall use its best commercially reasonable efforts to effect cause the managing underwriter or underwriters to permit the Registrable Securities requested to be included in the registration under statement for such offering to be included (on the Securities Act same terms and conditions as similar securities of such Registrable Securities. Notwithstanding the foregoingCompany included therein to the extent appropriate); provided, however, that if the managing underwriter or underwriters, if any, underwriters of such offering deliver a written opinion to each Holder informs the holder of such Registrable Securities that the total number of securities that the Company, the holders of such Registrable Securities, or other persons propose to include in such offering is such that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will the Company, the holders of Registrable Securities and other holders registering securities pursuant to registration rights shall be reduced pro rata allocated as follows: (based on i) if such registration has been initiated by the ratio that each such Holder's requested securities bears Company as a primary offering, first to the total number of shares requested securities sought to be included in such registration statement) by the Company, second to the extent necessary Registrable Securities sought to reduce be included by the total amount holders thereof and the securities sought to be included by other holders of registration rights whose rights are not expressly subordinated to the rights of holders of Registrable Securities, pro rata, on the basis of the number of securities proposed to be included in such offering by each such holder, and third to all other securities sought to be included by holders of registration rights whose rights are expressly subordinated to the amount recommended rights of holders of Registrable Securities, pro rata, on the basis of the number of securities proposed to be included in such offering by each such holder; and (ii) if such registration has been initiated by another holder of registration rights (other than pursuant to Section 2(a) hereof), first to the securities sought to be included by such managing underwriter or underwriters; provideddemanding holder, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect second to the Registrable Securities intended sought to be offered included by the holders thereof and the securities sought to be included by other holders of registration rights whose rights are not expressly subordinated to the rights of holders of Registrable Securities, pro rata, on the basis of the number of securities proposed to be included in such offering, and third to the securities sought to be included by the Company and to all Holdersother securities sought to be included by other holders of registration rights whose rights are expressly subordinated to the rights of holders of Registrable Securities, pro rata, on the proportion by which basis of the amount of such class number of securities intended proposed to be offered included in such offering by all Holders is reduced will not exceed the proportion by which Company and each such holder. If the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount number of Registrable Securities intended sought to ------- be offered registered pursuant to this Section 2(b) by a holder of Registrable Securities is reduced as provided above, such holder shall have the right to withdraw such holder's request for registration with respect to all Holders be reduced below twenty-five percent (25%) of the total amount of securities Registrable Securities initially sought to be offeredregistered.

Incidental Registration. (i) If the Company Holdings at any time proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement shares or any options, warrants or other rights to acquire, or securities convertible into or exchangeable for, its shares (the "Priority Securities") under the Securities Act on any form (other than a registration statement on Form S-4 (A) relating to shares issuable upon exercise of employee share options or S-8 or in connection with any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same employee benefit or similar plan of Holdings, (B) in connection with an acquisition by Holdings of another company, or (C) pursuant to Section 2(a)) in a manner which would permit registration of Registrable SecuritiesSecurities for sale to the public under the Securities Act (whether or not for sale for its own account), then it will shall each such time, subject to the provisions of Section 2(b)(ii), give prompt written notice setting forth to all holders of record of Registrable Securities of its intention to do so and of such Shareholders' rights under this Section 2(b), at least 30 calendar days prior to the terms anticipated filing date of the proposed offering and registration statement relating to such other information as any Holder may reasonably request to registration. Such notice shall offer all Holders at least thirty (30) days before such Shareholders the initial filing with the Commission of such registration statement, and offer opportunity to include in such filing registration statement such number of Registrable Securities as any Holder each such Shareholder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise Upon the Company in writing written request of any such Shareholder made within ------------ twenty (20) 20 calendar days after the date of receipt of such Holdings' notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedintended to be disposed of by such Shareholder), and Holdings will use its best efforts to effect the registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such all Registrable Securities that Holdings has been so requested to register by the success Shareholders thereof; provided, however, that (A) if such registration involves an underwritten offering, all holders of Registrable Securities requesting to be included in Holdings' registration must sell their Registrable Securities to the underwriters selected by Holdings on the same terms and conditions as apply to Holdings, and (B) 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 the offering would be materially and adversely affected by the inclusion registration statement filed in connection with such registration, Holdings shall determine for any reason not to register such Priority Securities, Holdings shall give written notice to all holders of the Registrable Securities requested and shall thereupon be relieved of its obligation to be includedregister any Registrable Securities in connection with such registration (without prejudice, then the amount however, to rights of securities Shareholders under Section 2(a)). If a registration pursuant to be offered for the accounts this Section 2(b) involves an underwritten public offering, any holder of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested Registrable Securities requesting to be included in such registration statement) may elect, in writing prior to the extent necessary effective date of the registration statement filed in connection with such registration, not to reduce the total amount of securities to be included in register such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended in connection with such registration. No registration effected under this Section 2(b) shall relieve Holdings of its obligations to be offered to effect a registration upon request under Section 2(a). Holdings shall pay all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that Registration Expenses in no event shall the amount connection with each registration of Registrable Securities intended requested pursuant to ------- be offered by all Holders be reduced below twenty-five percent this Section 2(b) (25%) which, for the avoidance of doubt, shall not include underwriting discounts and commissions and transfer taxes, if any, relating to the total amount sale or disposition of securities any Shareholder's Registrable Securities pursuant to be offereda registration statement effected pursuant to this Section 2(b)).

Incidental Registration. (i) If the Company Holdings at any time proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement shares or any options, warrants or other rights to acquire, or securities convertible into or exchangeable for, its shares (the “Priority Securities”) under the Securities Act on any form (other than a registration statement on Form S-4 (A) relating to shares issuable upon exercise of employee share options or S-8 or in connection with any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same employee benefit or similar plan of Holdings, (B) in connection with an acquisition by Holdings of another company, or (C) pursuant to Section 2(a)) in a manner which would permit registration of Registrable SecuritiesSecurities for sale to the public under the Securities Act (whether or not for sale for its own account), then it will shall each such time, subject to the provisions of Section 2(b)(ii), give prompt written notice setting forth to all holders of record of Registrable Securities of its intention to do so and of such Shareholders’ rights under this Section 2(b), at least 30 calendar days prior to the terms anticipated filing date of the proposed offering and registration statement relating to such other information as any Holder may reasonably request to registration. Such notice shall offer all Holders at least thirty (30) days before such Shareholders the initial filing with the Commission of such registration statement, and offer opportunity to include in such filing registration statement such number of Registrable Securities as any Holder each such Shareholder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise Upon the Company in writing written request of any such Shareholder made within ------------ twenty (20) 20 calendar days after the date of receipt of such Holdings’ notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedintended to be disposed of by such Shareholder), and Holdings will use its best efforts to effect the registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such all Registrable Securities that Holdings has been so requested to register by the success Shareholders thereof; provided, however, that (A) if such registration involves an underwritten offering, all holders of Registrable Securities requesting to be included in Holdings’ registration must sell their Registrable Securities to the underwriters selected by Holdings on the same terms and conditions as apply to Holdings, and (B) 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 the offering would be materially and adversely affected by the inclusion registration statement filed in connection with such registration, Holdings shall determine for any reason not to register such Priority Securities, Holdings shall give written notice to all holders of the Registrable Securities requested and shall thereupon be relieved of its obligation to be includedregister any Registrable Securities in connection with such registration (without prejudice, then the amount however, to rights of securities Shareholders under Section 2(a)). If a registration pursuant to be offered for the accounts this Section 2(b) involves an underwritten public offering, any holder of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested Registrable Securities requesting to be included in such registration statement) may elect, in writing prior to the extent necessary effective date of the registration statement filed in connection with such registration, not to reduce the total amount of securities to be included in register such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended in connection with such registration. No registration effected under this Section 2(b) shall relieve Holdings of its obligations to be offered to effect a registration upon request under Section 2(a). Holdings shall pay all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that Registration Expenses in no event shall the amount connection with each registration of Registrable Securities intended requested pursuant to ------- be offered by all Holders be reduced below twenty-five percent this Section 2(b) (25%) which, for the avoidance of doubt, shall not include underwriting discounts and commissions and transfer taxes, if any, relating to the total amount sale or disposition of securities any Shareholder’s Registrable Securities pursuant to be offereda registration statement effected pursuant to this Section 2(b)).

Incidental Registration. If (a) Whenever the Company proposes to file a Registration Statement, including a Registration Statement to effect an Initial Public Offering, at any time proposes and from time to file ----------------------- on its behalf or on behalf of any time, it will, prior to such filing, give written notice to all Preferred Stockholders and Warrantholders of its security holders a registration statement intention to do so. Upon the written request of one or more Preferred Stockholders or Warrantholders given within fifteen (15) days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use commercially reasonable efforts to cause all Registrable Shares which the Company has been requested by such Preferred Stockholders and Warrantholders to be registered under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu the case of or as the functional equivalent ofan Initial Public Offering, registration rights) for any class that is the same or similar however, in an amount not to Registrable Securities, then it will give written notice setting forth the terms exceed 25% of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission shares of such registration statement, and offer to include Common Stock offered in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing within ------------ twenty (20) days after the date of receipt of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing the number of Registrable Securities for which registration is so requested, and will use its best efforts to effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in such registration statementInitial Public Offering) to the extent necessary to reduce permit their sale or other disposition in accordance with the total amount intended methods of securities distribution specified in the request of such Preferred Stockholders and Warrantholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Preferred Stockholder or Warrantholder. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Preferred Stockholders and Warrantholders as a part of their written notice made pursuant to Section 2.2(a). In such event, (i) the right of any Preferred Stockholder or Warrantholder to include his, her or its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Preferred Stockholder's and Warrantholder's participation in such underwriting on the terms set forth herein, and (ii) all Preferred Stockholders and Warrantholders including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting by the Company. If any Preferred Stockholder or Warrantholder who has requested inclusion of his, her or its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Preferred Stockholder or Warrantholder may elect, by written notice to the Company, to withdraw his, her or its Registrable Shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that market factors require a limitation on the number of shares to be underwritten, all of the shares held by holders other than the Preferred Stockholders and Warrantholders, including any officers, directors or employees of the Company, shall first be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, if further reduction of the number of shares is required, the number of shares that may be included in such offering the Registration Statement and underwriting shall be allocated among all Preferred Stockholders and Warrantholders requesting registration in proportion, as nearly as practicable, to the amount recommended respective number of Registrable Shares held by them on the date the Company gives the notice specified in Section 2.2(a); provided that the number of Registrable Shares included in such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for registration on behalf of the account Preferred Stockholders and Warrantholders requesting registration shall not be less than thirty percent (30%) of other Persons as well as the Company, then with respect to the Registrable Securities intended total shares requested to be offered to all Holdersregistered (except in the case of an Initial Public Offering, in which case the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount number of Registrable Securities intended to ------- Shares included in such registration on behalf of the Preferred Stockholders and Warrantholders requesting registration shall not be offered by all Holders be reduced below less than twenty-five percent (25%) of the total amount of securities shares registered in such offering). If any Preferred Stockholder or Warrantholder would thus be entitled to include more shares than such holder requested to be offeredregistered, the excess shall be allocated among other requesting Preferred Stockholders and Warrantholders pro rata in the manner described in the preceding sentence.

Incidental Registration. (a) If the Company at any time proposes to file ----------------------- on its behalf or on behalf of any of its security holders a registration statement register under the Securities Act on any form shares of Common Stock for sale for its own account (other than (i) any registration relating to any employee benefit or similar plan, any dividend reinvestment plan, or any acquisition by the Company or (ii) pursuant to a registration statement on Form S-4 or S-8 or any successor form unless such forms are being used filed in lieu of or as connection with an exchange offer), the functional equivalent of, registration rights) for any class that is the same or similar to Registrable Securities, then it will Company shall give written notice setting forth the terms of the proposed offering and such other information as any to each Holder may reasonably request to all Holders at least thirty (30) 20 days before prior to the initial filing of a registration statement with the Commission SEC pertaining thereto (an “Incidental Registration Statement”) informing such Holder of its intent to file such Incidental Registration Statement and of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered Holder’s rights under this Section 6.02 will advise 2.02 to request the registration of the Registrable Securities held by such Holder. Upon the written request of any Holder (each, a “Selling Incidental Shareholder”) made within 10 days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such Selling Incidental Shareholder and the intended method of distribution thereof), the Company in writing within ------------ twenty (20) days after the date of receipt of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing the number of Registrable Securities for which registration is so requested, and will shall use its reasonable best efforts to effect the registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such all Registrable Securities that which the success of Company has been so requested to register by such Selling Incidental Shareholder, to the offering would be materially and adversely affected by extent required to permit the inclusion disposition of the Registrable Securities so requested to be includedregistered in accordance with the intended methods of distribution thereof specified in the request, 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 or by any other rules and regulations thereunder. (b) If a Selling Demand Shareholder has requested a Demand Registration Statement pursuant to Section 2.01, the Company shall give written notice to each Holder (other than the Selling Demand Shareholder) at least 20 days prior to the initial filing of such Demand Registration Statement informing such Holder of its intent to file such Demand Registration Statement and of such Holder’s rights under this Section 2.02 to request the registration of the Registrable Securities held by such Holder. Upon written request of any Holder made within 10 days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall use reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holder, to the extent required to permit the disposition of the Registrable Securities so requested to be registered in accordance with the intended methods of distribution thereof specified in the request, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Demand 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 Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Demand Registration Statement or by the Securities Act or by any other rules and regulations thereunder. (c) If a registration pursuant to Section 2.01 or this Section 2.02 involves an underwritten offering of the securities being registered (an “Underwritten Offering”), which securities are to be distributed on a firm commitment basis by or through one or more underwriters of recognized standing under underwriting terms appropriate for such transaction, the underwriters, as the case may be, of such Underwritten Offering shall inform the Company and the Holders requesting registration of Registrable Securities on or before the date five days prior to the date then scheduled for such offering, that, in its opinion, the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in such registration statementexceeds the amount which can be sold in (or during the time of) to such offering within a proposed price range without adversely affecting the extent necessary to reduce distribution of the total securities being offered, then the Company will include in such registration only the amount of Registrable Securities and other securities that the Company is so advised can be sold in (or during the time of) such offering within such price range; provided, however, that, in the case of a Demand Registration Statement, the Company shall be required to include in such registration: first, all the securities initially proposed to be sold pursuant to such Demand Registration Statement by the Selling Demand Shareholders and second, the amount of Registrable Securities and other securities requested to be included in such offering registration that the Company is so advised can be sold in (or during the time of) such offering, allocated pro rata among the other Holders requesting such registration on the basis of the number of Registrable Securities requested to the amount recommended be included by all such managing underwriter or underwritersother Holders; provided, further, however, -------- ------- that if that, in the case of an Incidental Registration Statement, the Company shall be required to include in such required registration: first, all the securities are being offered for the account of other Persons as well as initially proposed to be sold pursuant to such Incidental Registration Statement by the Company, then with respect to the Registrable Securities intended to be offered to all Holdersand second, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended requested to ------- be offered included in such registration that the Company is so advised can be sold in (or during the time of) such offering, allocated pro rata among the Selling Incidental Shareholders requesting such registration on the basis of the number of Registrable Securities requested to be included by all Holders such Selling Incidental Shareholders. (d) If a Selling Incidental Shareholder requests to sell Registrable Securities in an Underwritten Offering pursuant to a Demand Registration Statement, the underwriters shall be reduced below twenty-five percent (25%) selected by the Company in consultation with Purchaser and the right of such Selling Incidental Shareholder to participate in such Underwritten Offering shall be conditioned upon such Selling Incidental Shareholder’s participation in the total amount underwriting arrangements and the inclusion of securities such Selling Incidental Shareholder’s Registrable Securities in the underwriting. A Selling Incidental Shareholder proposing to be offereddistribute its Registrable Securities through any such Underwritten Offering shall enter into an underwriting agreement in customary form with the underwriters selected for such Underwritten Offering and shall execute all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such arrangements.

Incidental Registration. If 2.2.1 Each time the Company at any time proposes determines to file ----------------------- on its behalf or on behalf proceed with the actual preparation and filing of any of its security holders a registration statement under the Securities Act on any form (other than excluding a registration statement on Form S-4 or S-8 (or similar special purpose forms promulgated after the date hereof)) in connection with the proposed offer and sale for cash of any of its securities by it or any successor form unless such forms are being used of its security holders (other than in lieu of or as the functional equivalent ofresponse to a Registration Request, registration rights) for any class on a form that is does not permit the same inclusion of shares by the Company's security holders or similar to Registrable Securitiesthe Company's initial public offering), then it the Company will give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request its determination to all record Holders at least of Registrable Common (a "PARTICIPATION NOTICE"). Upon the written request of a record Holder of any Registrable Common given within thirty (30) days before after receipt of a Participation Notice, the initial filing with the Commission of such registration statementCompany will, and offer to include in such filing except as herein provided, cause all such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing within ------------ twenty (20) days after the date of receipt of such notice from the Company, setting forth (i) the amount of such Registrable Securities Common for which the record Holders have requested registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing the number of Registrable Securities for which registration is so requested, and will use its best efforts to effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in such registration statement) , provided that all applicable shares of Preferred Stock will be converted into Common Stock or the Warrant (to the extent necessary exercisable pursuant to reduce the total amount terms thereof) will be exercised for Common Stock in such registration statement, or such Holder(s) will deliver a written commitment to the Company to convert such Preferred Stock into shares of Common Stock or exercise the Warrant, as the case may be, simultaneously with the effective date of such registration statement but subject to the closing of such offering, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Common to be so registered. If any registration pursuant to this Section 2.2 is underwritten in whole or in part, the Company may require that the Registrable Common requested for inclusion pursuant to this Section 2.2 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. 2.2.2 Nothing contained in this Agreement will prevent the Company from, at any time, abandoning or delaying any such registration initiated by it. If the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company will promptly complete the registration for the benefit of those participating Holders who agree to proceed with a public offering of their securities and who agree to bear all expenses incurred by the Company as the result of such registration arising after the Company has decided not to proceed. 2.2.3 If in the good faith judgment of the managing underwriter of a public offering under this Section 2.2, the inclusion of all of the Registrable Common of the Holders originally covered by a request for registration would interfere with the successful marketing of the shares of Common Stock offered by the Company, the number of shares of Registrable Common of the Holders otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the participating Holders requesting such offering to the amount recommended by such managing underwriter or underwritersregistration; provided, however, -------- ------- that if securities in the event shares of Registrable Common of the Existing Stockholders are being offered for included in the account of other Persons as well as the Company, then with respect to the Registrable Securities intended shares to be offered to all Holdersunderwritten, the proportion by which other participating Holders will subordinate their registration rights under this Section 2.2 and, accordingly, reduce the amount number of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount shares of Registrable Securities intended Common included in the underwriting to ------- be offered by all Holders be reduced below twenty-five permit the Existing Stockholders first to sell up to ten percent (2510%) of their respective shares of Registrable Common and after the total amount Existing Stockholders are allowed to include up to 10% of securities their respective shares in the underwriting, all Holders (including Existing Stockholders) are entitled to be offereda pro rata inclusion of their shares in the underwriting.

Incidental Registration. If After the date hereof, if (but without any obligation to do so) the Company at any time proposes to file ----------------------- on its behalf or on behalf of any of its security holders register (including a registration statement effected by the Company for shareholders other than the Holders) or any shares of Common Stock under the Securities Act in connection with the public offering of such shares solely for cash on any form of Registration Statement in which the inclusion of Registrable Securities is appropriate (other than a registration statement (i) relating solely to the sale of securities to participants in a Company stock plan, (ii) pursuant to a Registration Statement on Form S-4 or Form S-8 (or any successor forms) or any form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is does not include substantially the same information, other than information relating to the selling shareholders or similar their plan of distribution, as would be required to be included in a registration statement covering the sale of Registrable Securities, then it will (iii) in connection with any dividend reinvestment or similar plan, or (iv) for the sole purpose of offering securities to another entity or its securityholders in connection with the acquisition of assets or securities of such entity or any similar transaction), the Company shall promptly give each Holder written notice setting forth of such registration in the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders manner provided in Section 15 at least thirty (30) 30 days before the initial anticipated filing with date of any such Registration Statement. Upon the Commission written request of any Holder given in the manner provided in Section 15 within 15 days after the mailing of such notice by the Company, the Company shall, subject to the provisions of Section 6 hereof, cause to be registered under the Securities Act all of the Registrable securities that such Holder has so requested to be registered. The Company shall not be required to proceed with, or maintain the effectiveness of, any registration statementof its securities after giving the notice herein provided, and offer to include in such filing such Registrable Securities as the right of any Holder may request. Each Holder desiring to have Registrable Securities registered under included in such Registration Statement shall be conditioned upon participation in any underwriting to the extent provided herein. The Company shall not be required to include any Registrable Securities in such underwriting unless the Holders thereof enter into an underwriting agreement in customary form and upon terms and conditions agreed upon between the Company and the underwriter(s) (except as to monetary obligations of the Holders not contemplated by Section 5 of this Section 6.02 will Agreement), with the underwriter(s) selected by the Company. In the event that the underwriter(s) shall advise the Company in writing within ------------ twenty (20) days after that marketing or other factors require a limitation of the date number of receipt shares to be underwritten, then the Company shall so advise all Holders of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested that would otherwise be underwritten pursuant hereto. The underwriter(s) may exclude some or all of the Registrable Securities from such underwriting and (ii) the intended disposition number of such Registrable Securities. The Company will thereupon include , if any, that may be included in such filing the underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the number of Registrable Securities for which registration is so requested, and will use its best efforts to effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in such registration statement) registration. Nothing in this Section 2 is intended to diminish the extent necessary to reduce the total amount number of securities to be included by the Company in such offering to underwriting. The Company and the amount recommended underwriter(s) selected by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then Company shall make all determinations with respect to the Registrable Securities intended timing, pricing and other matters related to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredoffering.

Incidental Registration. If the Company at any time proposes to file ----------------------- on its own behalf or 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 as a demand registration under Section 2, a registration statement of securities in connection with a merger, an acquisition, an exchange offer or other business combination or a Registration Statement on Form S-4 or S-8 or any successor form unless such forms are being used for securities to be offered in lieu a transaction of the type referred to in Rule 145 under the Securities Act or as to employees of the functional equivalent ofCompany pursuant to any employee benefit plan, registration rightsrespectively) for any class that is the same or similar to Registrable Securitiesregistration of securities, then it will give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) 30 days before the initial filing with the Commission of such registration statementRegistration Statement, and which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing such the aggregate number of shares of Registrable Securities as any Holder such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will 3 ("Demanding Security Holder"), shall advise the Company in writing within ------------ twenty (20) days 10 Business Days after the date of receipt of such notice offer from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securitiesrequested. The Company will shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and will shall use its best efforts to effect registration under the Securities Act of such Registrable Securitiesshares. Notwithstanding the foregoing, if If the managing underwriter or underwritersof a proposed public offering shall advise the Company in writing that, if anyin its opinion, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion distribution of the Registrable Securities requested to be includedincluded in the registration concurrently with the securities being registered by the Company or such Demanding Security Holder would materially and adversely affect the distribution of such securities by the Company or such Demanding Security Holder, then the amount of securities to be offered Company shall give priority for the accounts of all Holders will be reduced pro rata inclusion in such registration (based on the ratio that each such Holder's requested securities bears a) first, to the total number of shares Registrable Securities requested to be included in such registration statement) (or to such lesser number of Registrable Securities that is equal to the extent necessary number that, in the opinion of the managing underwriters, can be sold, pro rata, among the holders thereof based on the number of Registrable Securities owned), (b) second, to reduce the total amount of securities securities, if any, requested to be included in such offering registration pursuant to warrants or options issued to the amount recommended representatives of the underwriters with respect thereto, (c) third, to the securities the Company proposes to include in such registration, (d) fourth, to the securities that the Company is otherwise obligated to include in such registration, and (e) fifth, to other securities that the Company may desire to include in such registration. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by the Company. Notwithstanding anything to the contrary in this Section 3, if, at any time after receiving such managing underwriter or underwriters; providedrequests and prior to the effective date of the Registration Statement filed in connection with such registration, however, -------- ------- that if the Company for any reason decides not to register securities are being offered for the account of other Persons as well as the Company, then with respect the Company will give written notice of its decision to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount holders of Registrable Securities intended and thereupon be relieved of its obligation to ------- be offered register any Registrable Securities in connection with such registration and (b) if the Company determines for any reason to delay such registration, the Company may do so by all Holders be reduced below twenty-five percent (25%) giving written notice of its decision to the total amount holders of securities to be offeredRegistrable Securities.

Incidental Registration. (a) If the Company at any time B&G Foods proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement XXXx (or shares of Class A Common Stock or Senior Subordinated Notes comprising the XXXx) under the Securities Act on any form (other than a registration statement (i) on Form S-8 or S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar forms or (ii) relating to Registrable SecuritiesXXXx, then it will Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before concurrently with the initial filing with date of the Commission of registration statement relating to such registration statementto each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such filing registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing Relevant Shareholder made within ------------ twenty (20) 15 days after the date of receipt of such notice from the Company, setting forth B&G Foods (i) which request shall specify the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing the number kinds of Registrable Securities for which registration is so requestedintended to be disposed of by such Relevant Shareholders), and B&G Foods will use its best efforts to effect the registration under the Securities Act of all such Registrable Securities. Notwithstanding Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the foregoing, if extent required to permit the managing underwriter or underwriters, if any, disposition of such offering deliver Registration Securities to be so registered; provided that (y) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written opinion notice of its intention to each Holder of such Registrable Securities that register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the success effective date of the offering would registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be materially and adversely affected by the inclusion relieved of the Registrable its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be includedregistered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, then a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.” (b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be offered registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares Registration Securities requested to be included in such registration statement) to Incidental Registration by the extent necessary to reduce Holders; provided that if all the total amount of securities Registration Securities requested to be included in such offering to Incidental Registration by the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities Holders are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended not to be offered to all Holdersincluded, the proportion by which the amount selection of such class of securities intended Registration Securities to be offered by all Holders is reduced will not exceed included shall be made pro rata based on the proportion by which the amount number of such class of securities intended Registration Securities that each Holder shall have requested to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredincluded therein.

Incidental Registration. If the Company If, at any time after the date hereof, the Company proposes to file ----------------------- on its behalf or on behalf of any of its security holders a registration statement under the Securities Act on any form (other than in connection with a registration statement Registration Statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu substituting therefor or a registration statement relating to issuances of securities other than Common Stock (or as securities convertible into Common Stock) by the functional equivalent of, registration rightsCompany) for with respect to an offering of any class that is of security by the same Company for its own account or similar to Registrable Securitiesfor the account of any of its security holders, then it will the Company shall give written notice setting forth of such proposed filing to the terms holders of the proposed offering and such other information as any Holder may reasonably request to all Holders Registrable Securities at least thirty (30) 20 days before the initial anticipated filing with date, and such notice shall offer such holders the Commission opportunity to register such number of Registrable Securities as each such holder may request; provided, however, that if such registration statement, is not underwritten and offer to include in such filing such Registrable Securities as are then covered by an effective Shelf Registration Statement, then the Company shall not have the obligation to give such notice with respect to such Registrable Securities or register any Holder may requestsuch Registrable Securities under this Section 2(b). Each Holder holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 6.02 will 2(b) shall so advise the Company in writing within ------------ twenty (20) 15 days after the date of receipt of such notice from the Company, setting Company (which request shall set forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing the number of Registrable Securities for which registration is requested). The Company shall include in such Registration Statement all such Registrable Securities so requestedrequested to be therein, and will and, if such registration is an Underwritten Registration, the Company shall use its best commercially reasonable efforts to effect cause the managing underwriter or underwriters to permit the Registrable Securities requested to be included in the registration under statement for such offering to be included (on the Securities Act same terms and conditions as similar securities of such Registrable Securities. Notwithstanding the foregoingCompany included therein to the extent appropriate); provided, however, that if the managing underwriter or underwriters, if any, underwriters of such offering deliver a written opinion to each Holder informs the holder of such Registrable Securities that the total number of securities that the Company, the holders of such Registrable Securities, or other persons propose to include in such offering is such that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will the Company, the holders of Registrable Securities and other holders registering securities pursuant to registration rights shall be reduced pro rata allocated as follows: (based on i) if such registration has been initiated by the ratio that each such Holder's requested securities bears Company as a primary offering, first to the total number of shares requested securities sought to be included in such registration statement) by the Company, second to the extent necessary Registrable Securities sought to reduce be included by the total amount holders thereof and the securities sought to be included by other holders of registration rights whose rights are not expressly subordinated to the rights of holders of Registrable Securities, pro rata, on the basis of the number of securities proposed to be included in such offering by each such holder, and third to all other securities sought to be included by holders of registration rights whose rights are expressly subordinated to the amount recommended rights of holders of Registrable Securities, pro rata, on the basis of the number of securities proposed to be included in such offering by each such holder; and (ii) if such registration has been initiated by another holder of registration rights (other than pursuant to Section 2(a) hereof), first to the securities sought to be included by such managing underwriter or underwriters; provideddemanding holder, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect second to the Registrable Securities intended sought to be offered included by the holders thereof and the securities sought to be included by other holders of registration rights whose rights are not expressly subordinated to the rights of holders of Registrable Securities, pro rata, on the basis of the number of securities proposed to be included in such offering, and third to the securities sought to be included by the Company and to all Holdersother securities sought to be included by other holders of registration rights whose rights are expressly subordinated to the rights of holders of Registrable Securities, pro rata, on the proportion by which basis of the amount of such class number of securities intended proposed to be offered included in such offering by all Holders is reduced will not exceed the proportion by which Company and each such holder. If the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount number of Registrable Securities intended sought to ------- be offered registered pursuant to this Section 2(b) by a holder of Registrable Securities is reduced as provided above, such holder shall have the right to withdraw such holder’s request for registration with respect to all Holders be reduced below twenty-five percent (25%) of the total amount of securities Registrable Securities initially sought to be offeredregistered.

Incidental Registration. (i) If the Company at any time the Company proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement Related Securities under the Securities Act on any form (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 cash for the account of the Company, a secondary offering or a combined primary and secondary offering, the Company will each time it intends to effect such a registration, give written notice (a "Company Notice") to all Holders of Registrable Securities at least 10 business days prior to the initial filing of a registration statement on Form S-4 or S-8 or any successor form unless with the SEC pertaining thereto, informing such forms are being used in lieu Holders of or as the functional equivalent of, its intent to file such registration rights) for any class that is the same or similar to Registrable Securities, then it will give written notice setting forth the terms statement and of the proposed offering and such other information as any Holder may reasonably Holders' right to request to all Holders at least thirty (30) days before the initial filing with registration of the Commission of such registration statement, and offer to include in such filing such Registrable Securities as held by the Holders. Upon the written request of the Holders made within 7 business days after any Holder may request. Each Holder desiring to have such Company Notice is given (which request shall specify the Registrable Securities registered under this Section 6.02 will advise intended to be disposed of by such Holder and, unless the Company in writing within ------------ twenty (20) days after applicable registration is intended to effect a primary offering of Common Stock for cash for the date account of receipt of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition method of such Registrable Securities. The distribution thereof), the Company will thereupon include in such filing the number of Registrable Securities for which registration is so requested, and will use its best efforts to effect the registration under the Securities Act of such all Registrable Securities. Notwithstanding Securities which the foregoingCompany has been so requested to register by the Holders to the 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 a primary offering for cash for the account of the Company, in accordance with the Company's intended method of distribution) of the Registrable Securities so requested to be registered, including, if necessary, by filing with the managing underwriter SEC a post-effective amendment or underwritersa 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 anyrequired 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 the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay such registration of the securities, the Company shall give written notice of such offering deliver a written opinion determination to each Holder of such Registrable Securities that and, thereupon, (A) in the success case of a determination not to register, the offering would Company shall be materially and adversely affected by the inclusion relieved of the its obligation to register any Registrable Securities requested in connection with such registration (but not from its obligation to pay the Registration Expenses 9 137 incurred in connection therewith), and (B) in the case of a determination to delay such registration, the Company shall be included, then the amount permitted to delay registration of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares any Registrable Securities requested to be included in such registration statementstatement for the same period as the delay in registering such other securities. The registration rights granted pursuant to the provisions of this Section 3(c) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 3. (ii) If, in connection with a Registration Statement pursuant to this Section 3(c), the Underwriters' Representative of the offering registered thereon shall inform the Company 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 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 may be reduced, pro rata in proportion to the respective number of shares of Common Stock requested to be included by such Persons (other than any Person in respect of whom such reduction would place the Company in breach of any then existing contractual obligations that it might have), to the extent necessary to reduce the respective total amount number of securities shares of Common Stock requested to be included in such offering to the amount Maximum Number of shares of Common Stock recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for Underwriters' Representative and (b) in the account of event such a Registration Statement is initiated by any Person other Persons as well as than the Company, such Person shall have the right, in its sole discretion, to include in such registration the number of shares of Common Stock it proposes to offer and, if such number is less than the Maximum Number, then with respect the number of shares of Common Stock requested to be included by any other Person may be reduced pro rata in proportion to the Registrable Securities intended respective number of shares of Common Stock requested to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered included by such other Persons (other than any Person in respect of whom such reduction would place the Company) is reduced; providedCompany in breach of any then existing contractual obligations that it might have), -------- further, that in no event shall to the amount extent necessary to reduce the respective total number of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) shares of the total amount of securities Common Stock requested to be offeredincluded in such offering to the Maximum Number.

Incidental Registration. (a) Right to Include Registrable Common Stock ----------------------------------------- If the Company at any time prior to the expiration of the Holders' right to request the registration of Registrable Common Stock pursuant to Section 2.2(a) hereof proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement securities under the Securities Act on any form (other than a by registration statement on Form S-4 X-0, X-0 or S-8 S-3 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar form(s) (except registrations on such Form or similar form(s) solely for registration of securities in connection with an employee stock option, stock purchase, stock bonus or similar plan, pursuant to Registrable Securitiesa dividend reinvestment plan, then pursuant to a merger, exchange, offer or transaction of the type specified in Rule 145(a) under the Securities Act or pursuant to a "shelf" registration), whether or not for sale for its own account, it will each such time give prompt written notice setting forth to the terms Holders of its intention to do so and of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered Holders' rights under this Section 6.02 will advise 2.3 and the Holders shall be entitled to include, subject to the provisions of this Agreement, Registrable Common Stock on the same terms and conditions (if any) as apply to other comparable securities of the Company sold in writing connection with such registration. Upon the written request of any Holder (a "Requesting Holder"), specifying the maximum number of shares of Registrable Common Stock intended to be disposed of by such Requesting Holder, made as promptly as practicable and in any event within ------------ twenty (20) 15 days after the date of receipt of any such notice from notice, the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing the number of Registrable Securities for which registration is so requested, and will shall use its best efforts to effect the registration under the Securities Act of such all Registrable Securities. Notwithstanding Common Stock which the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion Company has been so requested to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected register by the inclusion of the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in such registration statement) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwritersRequesting Holders; provided, however, -------- ------- that if if, at any time after giving written notice of its intention to register any securities are being offered and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination and its reasons therefor to the Holders and (i) in the case of a determination not to register, shall be relieved of its obligation under this Section 2.3 to register any Registrable Common Stock in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Holders to request that such registration be effected as a registration under Section 2.2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Common Stock, for the account of other Persons as well same period as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by delay in registering such other Persons (other than securities. No registration effected under this Section 2.3 shall relieve the Company) is reduced; provided, -------- further, that Company of its obligation to effect any registration upon request under Section 2.2. The Company will pay all Registration Expenses in no event shall the amount connection with any registration of Registrable Securities intended Common Stock requested pursuant to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredthis Section 2.3.

Incidental Registration. (a) If the Company at any time Parent proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement Parent Securities under the Securities Act on any form (other than a registration statement (A) on Form S-8 or S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar forms, (B) relating to Registrable Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of Parent or (C) in connection with a direct or indirect acquisition by Parent of another company, whether or not for sale for its own account), it will each such time, subject to the provisions of Section 5(b), give prompt written notice at least 40 days prior to the anticipated filing date of the registration statement relating to such registration to each Holder of Transfer Restricted Warrant Securities, then it will give written which notice setting shall set forth such Holder's rights under this Section 5 and shall offer such Holders the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer opportunity to include in such filing registration statement such Registrable number of Transfer Restricted Warrant Securities as any each such Holder may requestrequest (an "INCIDENTAL REGISTRATION"). Each Upon the written request of any such Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing made within ------------ twenty (20) 20 days after the date of receipt of such notice from the Company, setting forth Parent (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Transfer Restricted Warrant Securities for which registration is so requestedintended to be disposed of by such Holder), and Parent will use its best efforts to effect the registration under the Securities Act of all Transfer Restricted Warrant Securities which Parent has been so requested to register by such Registrable SecuritiesHolders, to the extent required to permit the disposition of the Transfer Restricted Warrant Securities so to be registered; provided that (I) if such registration involves a Public Offering, all such Holders requesting to be included in Parent's registration must sell their Transfer Restricted Warrant Securities to the underwriters on the same terms and conditions as apply to Parent and (II) if, at any time after giving written notice of its intention to register any Parent Securities pursuant to this Section 5 and prior to the effective date of the registration statement filed in connection with such registration, Parent shall determine for any reason not to register such securities, Parent shall give written notice to all such Holders of Transfer Restricted Warrant Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Warrant Securities in connection with such registration. Notwithstanding No registration effected under this Section 5 shall relieve Parent of its obligations to effect a Demand Registration to the foregoingextent required by Section 4. Parent will pay all Registration Expenses in connection with each registration of Transfer Restricted Warrant Securities requested pursuant to this Section 5. (b) If a registration pursuant to this Section 5 involves a Public Offering (other than in the case of a Public Offering requested under Section 3 by the Holders in a Demand Registration, if in which case the provisions with respect to priority of inclusions in such offering as set forth in Section 4(e) shall apply) and the managing underwriter or underwritersadvises Parent that, if anyin its view, the number of such offering deliver a written opinion to each Holder of such Registrable Parent Securities and Transfer Restricted Warrant Securities that Parent and Holders intend to include in such registration exceeds the success Maximum Offering Size, Parent will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the offering would be materially and adversely affected by the inclusion of the Registrable Parent Securities requested proposed to be includedregistered by Parent as would not cause the offering to exceed the Maximum Offering Size; (ii) second, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares Transfer Restricted Warrant Securities requested to be included in such registration statement) by the Holders pursuant to this Section 5 (allocated, if necessary for the extent necessary offering not to reduce exceed the total amount Maximum Offering Size, pro rata among such Holders on the basis of securities the relative number of Transfer Restricted Warrant Securities so requested to be included in such offering registration); and (iii) third, securities to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered be sold for the account of other Persons persons, with such priorities among them as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event Parent shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offereddetermine.

Incidental Registration. (a) If the Company at any time Holdco proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement Shares under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent ofLaws, registration rights) for any class that is the same or similar to Registrable Securities, then it will each such time, subject to the provisions of Section 2.2(b) hereof, give prompt written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing within ------------ twenty (20) days after prior to the anticipated filing date of receipt of the prospectus or registration statement relating to such registration to each Shareholder which notice from shall set forth such Shareholders' rights under this Section 2.2 and shall offer all Shareholders the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon opportunity to include in such filing prospectus or registration statement such number of Shares as each such Shareholder may request (an "INCIDENTAL REGISTRATION"). Upon the written request of any such Shareholder made within ten (10) days after the receipt of notice from Holdco (which request shall specify the number of Registrable Securities for which registration is so requestedShares intended to be disposed of by such Shareholder), and Holdco will use its best efforts to effect the qualification or registration under the Securities Act Laws of all Shares which Holdco has been so requested to quality or register by such Registrable SecuritiesShareholders, to the extent requisite to permit the disposition of the Shares so to be qualified or registered; provided that (A) if such qualification or registration involves a Public Offering, all such Shareholders requesting to be included in Holdco's prospectus or registration must sell their Shares to the underwriters of the Public Offering on the same terms and conditions as apply to Holdco, and (B) if, at any time after giving written notice of its intention to qualify or register any Shares pursuant to this Section 2.2(a) and prior to the effective date of the prospectus or registration statement filed in connection with such qualification or registration, Holdco shall determine for any reason not to qualify or register Holdco's Shares, Holdco shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Shares in connection with such qualification or registration (without prejudice, however, to rights of any of the Shareholders under Section 2.1 hereof). Notwithstanding No qualification or registration effected under this Section 2.2 shall relieve Holdco of its obligations to effect a Demand Registration to the foregoingextent required by Section 2.1 hereof. Holdco will pay all Registration Expenses in connection with each qualification or registration of Shares requested pursuant to this Section 2.2. (b) If a qualification or registration pursuant to this Section 2.2 involves a Public Offering (other than in the case of a Public Offering requested by an initiating Shareholder, if in a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.1(d) shall apply) and the managing underwriter advises Holdco that, in its view, the number of Shares that Holdco and such Shareholders intend to include in such qualification or underwritersregistration exceeds the Maximum Offering Size, if anyHoldco will include in such qualification or registration the Maximum Offering Size: (i) first, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success so much of the offering would Shares proposed to be materially and adversely affected qualified or registered by the inclusion Holdco, not to exceed two-thirds (2/3) of the Registrable Securities requested to be includedMaximum Offering Size; (ii) second, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares Shares requested to be included in such qualification or registration statement) by any Shareholder pursuant to this Section 2.2 (allocated, if necessary for the extent necessary offering not to reduce exceed the total amount Maximum Offering Size, pro rata among such Shareholders on the basis of securities the relative number of Shares so requested to be included in such qualification or registration); and (iii) so much of the remainder of the Shares proposed to be qualified or registered by Holdco as would not cause the offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredMaximum Offering Size.

Incidental Registration. If the Company (a) If, at any time subsequent to the Closing Date, the Company proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement equity securities under the Securities Act on any form (other than a registration statement on Form S-4 (i) relating to shares of Common Stock issuable upon exercise of employee stock options or S-8 or in connection with any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same employee benefit or similar plan of the Company, (ii) in connection with an acquisition by the Company of another company, or (iii) pursuant to Section 13.01) in a manner which would permit Registration of Registrable SecuritiesSecurities for sale to the public under the Securities Act, then it will shall each such time, subject to the provisions of Section 13.02(b), give prompt written notice setting forth to all holders of record of Registrable Securities of its intention to do so and of such holders' rights under this Section 13.02, at least 30 days prior to the terms anticipated filing date of the proposed offering and Registration Statement relating to such other information as any Holder may reasonably request to Registration. Such notice shall offer all Holders at least thirty (30) days before such holders the initial filing with the Commission of such registration statement, and offer opportunity to include in such filing Registration Statement such number of Registrable Securities as any Holder each such holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise Upon the Company in writing written request of any such holder made within ------------ twenty (20) 20 days after the date of receipt of such notice from the Company, setting forth 's notice (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedintended to be disposed of by such holder and the intended method of disposition thereof), and the Company will use its best efforts to effect registration the Registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such all Registrable Securities which the Company has been so requested to register by the holders thereof; provided that (y) if such Registration involves an underwritten offering, all holders of Registrable Securities requesting to be included in the success 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 and (z) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 13.02(a) and prior to the Effective Date of the offering would Registration Statement filed in connection with such Registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all holders of Registrable Securities and shall thereupon be materially and adversely affected by the inclusion relieved of its obligation to register any Registrable Securities in connection with such Registration (without prejudice, however, to rights of the holders of Registrable Securities requested under Section 13.01). If a Registration pursuant to be includedthis Section 13.02(a) involves an underwritten public offering, then the amount any holder of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested Registrable Securities requesting to be included in such registration statement) Registration may elect, in writing prior to the extent necessary Effective Date of the Registration Statement filed in connection with such Registration, not to reduce the total amount of securities to be included in register such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended in connection with such Registration. No Registration effected under this Section 13.02 shall relieve the Company of its obligations to be offered to effect Registrations upon request under Section 13.01. The Company shall pay all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that Registration Expenses in no event shall the amount connection with each Registration of Registrable Securities intended requested pursuant to ------- be offered by this Section 13.02. However, each holder of Registrable Securities shall pay all Holders be reduced below twenty-five percent (25%) underwriting discounts and commissions, transfer taxes, if any, relating to the sale or disposition of the total amount of securities such holder's Registrable Securities pursuant to be offereda Registration Statement effected pursuant to this Section 13.02.

Incidental Registration. If a. The Company covenants and agrees with the Securityholders that in the event that the Company at any time proposes after the Date of Grant to file ----------------------- on its behalf or on behalf of any of its security holders a registration statement under the Securities Act on with respect to any form of its equity securities (other than a pursuant to registration statement statements on Form S-4 or Form S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar to Registrable Securitiesforms), whether or not for its own account, then it will the Company shall give written notice setting forth the terms of the such proposed offering and such other information as any Holder may reasonably request filing to all Holders Securityholders promptly (and in any event at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing within ------------ twenty (20) days after before the date of receipt of anticipated filing date). Such notice shall offer to such notice from Securityholders, together with others who have similar rights, the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon opportunity to include in such filing the registration statement such number of Registrable Securities for which registration is so requestedas they may request. The Company shall consult with, and will to the extent determined to be nondetrimental use its reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company in writing that, in its view, the inclusion in such offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to effect registration under the Securities Act of include such Registrable SecuritiesSecurities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the foregoing, if representative of the managing underwriter or underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if anyany such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of such offering deliver all or a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion specified portion of the Registrable Securities requested to be includedincluded in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the amount of securities to be offered for included in a registration which is a primary underwritten offering on behalf of the accounts of all Holders will Company shall be reduced pro rata included in the following order: (based on i) first, the ratio that each such Holder's requested securities bears the Company proposes to the total number of shares include therein, and (ii) second, Registrable Securities requested to be included in such registration statement) by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the extent necessary number of securities requested to reduce be included by each such holder requesting inclusion therein. b. In the total event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the public offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such offering registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the amount recommended number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of in such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offered.registration and sold pursuant thereto. 10.3

Incidental Registration. (a) If the Company at any time proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement equity securities under the Securities Act on any form (other than a registration statement on Form S-4 Registration (i) relating to shares of Common Stock issuable upon exercise of employee stock options or S-8 or in connection with any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same employee benefit or similar plan of the Company, (ii) in connection with an acquisition by the Company of another company, or (iii) pursuant to Section 10.01) in a manner which would permit Registration of Registrable SecuritiesSecurities for sale to the public under the Securities Act, then it will shall each such time, subject to the provisions of Section 10.02(b), give prompt written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders of record of Registrable Securities of its intention to do so and of such Holders' rights under this Section 10.02, at least thirty (30) 20 days before prior to the initial anticipated filing with date of the Commission of Registration Statement relating to such registration statement, and Registration. Such notice shall offer all such Holders the opportunity to include in such filing Registration Statement such number of Registrable Securities as any each such Holder may request. Each Upon the written request of any such Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing made within ------------ twenty (20) 10 days after the date of receipt of such notice from the Company, setting forth 's notice (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedintended to be disposed of by such Holder and the intended method of disposition thereof), and the Company will use its reasonable best efforts to effect registration the Registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof; PROVIDED, that (x) if such Registration involves an underwritten offering, all Holders of Registrable SecuritiesSecurities requesting to be included 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; and (y) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 10.02(a) and prior to the Effective Date of the Registration Statement filed in connection with such Registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Registrable Securities and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such Registration (without prejudice, however, to rights of the Holders of Registrable Securities under Section 10.01). Notwithstanding the foregoingIf a Registration pursuant to this Section 10.02(a) involves an underwritten public offering, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each any Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested requesting to be included in such registration statement) Registration may elect, in writing prior to the extent necessary Effective Date of the Registration Statement filed in connection with such Registration, not to reduce the total amount of securities to be included in register such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended in connection with such Registration. No Registration effected under this Section 10.02 shall relieve the Company of its obligations to be offered to effect Registrations upon request under Section 10.01 or Section 10.03. The Company shall pay all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that Registration Expenses in no event shall the amount connection with each Registration of Registrable Securities intended requested pursuant to ------- be offered by this Section 10.02. However, each Holder of Registrable Securities shall pay all Holders be reduced below twenty-five percent (25%) underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of the total amount of securities such Holder's Registrable Securities pursuant to be offereda Registration Statement effected pursuant to this Section 10.02.

Incidental Registration. If the Company at any time proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement equity securities under the Securities Act on any form for its own account (other than pursuant to a registration statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rightsform) for any class that is the same or similar to Registrable Securities, then it will shall give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request thereof to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may requesteach Stockholder. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing If within ------------ twenty (20) 10 days after the date of receipt of any such notice, any Stockholder requests that the Company include all or any portion of the Registrable Securities owned by such Stockholder or issuable upon exercise of Warrants owned by such Stockholders in such registration, then, subject to subsection (a) below, the Company will give prompt written notice to all holders of Warrants and Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 10 days after the receipt of any such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedintended to be disposed of by such holder and the intended method or methods of disposition thereof), and the Company will use its best efforts to effect the registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion together with any other securities proposed to each Holder of such Registrable Securities that the success be registered by other holders of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be includedCompany’s securities exercising incidental registration rights with respect thereto, then the amount of securities to be offered for the accounts of all Holders will be reduced on a pro rata basis (based on the ratio that number of Registrable Securities proposed to be registered by each such Holder's requested requesting holder and the number of other registrable securities bears proposed to be registered by each such other holder) in accordance with such intended method or methods of disposition, provided that: (a) the Company shall not include any Registrable Securities of holders of Registrable Securities in such proposed registration if it believes in good faith that inclusion of such securities would not be in the best interests of the Company, provided that the Company will include in such registration that number of Registrable Securities and/or Warrants of the holders of Registrable Securities and/or Warrants that such managing underwriter and the Company determine would not be adverse to the total best interests of the Company and provided further that the Company [***] Omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. shall give the holders of Registrable Securities prompt notice after any such determination has been made (in lieu of the notice otherwise required under the second sentence of this Section 1.1); (b) if, at any time after giving written notice pursuant to this Section 1.1 of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and/or Warrants and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith); and (c) if, in connection with a registration pursuant to this Section 1.1, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities and/or Warrants requesting registration thereof) that, in its opinion, the number of shares securities requested and otherwise proposed to be included in such registration statement) to exceeds the extent necessary to reduce the total amount of securities to number which can be included sold in such offering to without materially and adversely affecting the amount recommended by such managing underwriter offering price or underwriters; provided, however, -------- ------- that if securities are being offered for the account market price of other Persons as well as the CompanyCommon Stock or would otherwise jeopardize the offering, then in the case of any registration pursuant to this Section 1.1, the Company will include in such registration, the number of securities which the Company is so advised can be sold in such offering without such material adverse effect, in the following order of priority: first, if such registration is initiated by the Company pursuant to Section 1.1 of either of the Prior Registration Rights Agreements, the “Registrable Securities of all Stockholders (including the Requesting Party)” (with the preceding phrase having the same meaning as used in Section 1.4 of the Prior Registration Rights Agreements) together with the Registrable Securities of the Stockholders, if any, exercising incidental registration rights with respect to the Prior Registration Rights Agreements, on a pro rata basis (based on the number of shares of “Registrable Securities” owned by each such “Stockholder”, as such terms are defined in the Prior Registration Rights Agreements, as applicable); second, the securities (if any) being sold by the Company; and third, the Registrable Securities intended of the Stockholders, if any, exercising incidental registration rights with respect thereto, together with securities, if any, of any other holder of securities of the Company exercising incidental registration rights with respect thereto, on a pro rata basis (based on the number of shares of registrable securities owned by each such holder), subject to be offered to all Holdersthe limitations of Section 4. Notwithstanding the foregoing, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount holders of Registrable Securities intended will not be entitled to ------- be offered by all Holders be reduced below twenty-five percent participate in any registration pursuant to this Section 1.1 to the extent that the managing underwriter (25%or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities) that the participation of any such holder would adversely affect the marketability or offering price of the total amount securities being sold by the Company or any Stockholder in such registration. The parties acknowledge that nothing herein grants demand registration rights to the holders of securities to be offered.Registrable Securities

Incidental Registration. If the Company at any time proposes to ----------------------- file ----------------------- on its behalf or 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 Registration Statement on Form S-4 or S-8 or any successor form unless such forms are being used for securities to be offered in lieu a transaction of the type referred to in Rule 145 under the Securities Act or as the functional equivalent ofto employees of Company pursuant to any employee benefit plan, registration rightsrespectively) for any class that is the same or similar to Registrable Securitiesgeneral registration of securities (a "Secondary Offering"), then it will give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) 30 days before the initial filing with the Commission of such registration statementRegistration Statement, and which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing such the aggregate number of shares of Registrable Securities as any Holder such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will 3 shall advise the Company in writing within ------------ twenty (20) days 10 Business Days after the date of receipt of such notice offer from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securitiesrequested. The Company will shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and will shall use its best efforts to effect registration under the Securities Act of such Registrable Securitiesshares. Notwithstanding the foregoing, if If the managing underwriter or underwritersof a proposed public offering shall advise Company in writing that, if anyin its opinion, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion distribution of the Registrable Securities requested to be includedincluded 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 all selling security holders (including the demanding security holder) shall reduce the amount of securities each intended to be offered for the accounts of all Holders will be reduced distribute through such offering on a pro rata (based on the ratio that each such Holder's requested securities bears to the total number basis. Except as otherwise provided in Section 5, all expenses of shares requested to be included in such registration statement) to the extent necessary to reduce the total amount of securities to shall be included in such offering to the amount recommended borne by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offered.

Incidental Registration. (a) If the Company at any time proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement equity securities under the Securities Act on any form (or other than applicable law governing the issuance and sale of securities in a registration statement on Form S-4 or S-8 or any successor form unless manner which would permit Registration of Registrable Securities for sale to the public under the Securities Act, it shall each such forms are being used in lieu time, subject to the provisions of or as the functional equivalent ofSection 9.01(b), registration rights) for any class that is the same or similar to Registrable Securities, then it will give prompt written notice setting forth to the terms Purchaser of its intention to do so and of the proposed offering and such other information as any Holder may reasonably request to all Holders Purchaser's rights under this Section 9.01, at least thirty (30) 30 days before prior to the initial anticipated filing with date of the Commission of Registration Statement relating to such registration statement, and Registration. Such notice shall offer the Purchaser the opportunity to include in such filing Registration Statement such number of Registrable Securities as any Holder each such holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise Upon the Company in writing written request of Purchaser made within ------------ twenty (20) 20 days after the date of receipt of such notice from the Company, setting forth 's notice (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedintended to be disposed of by Purchaser and the intended method of disposition thereof), and the Company will use its best efforts to effect registration the Registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Purchaser; provided, that (x) if such Registration involves an underwritten offering, Purchaser must sell its Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company; and (y) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 9.01(a) and prior to the Effective Date of the Registration Statement filed in connection with such Registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to the Purchaser and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such Registration. If a Registration pursuant to this Section 9.01(a) involves an underwritten public offering, the Purchaser may elect, in writing prior to the Effective Date of the Registration Statement filed in connection with such Registration, not to register such Registrable SecuritiesSecurities in connection with such Registration. Notwithstanding The Company shall pay all Registration Expenses in connection with each Registration of Registrable Securities requested pursuant to this Section 9.01. However, the foregoing, if the managing underwriter or underwritersPurchaser shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such offering deliver a written opinion to each Holder of such the Purchaser's Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested pursuant to be included, then the amount of securities a Registration Statement effected pursuant to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in such registration statement) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredthis Section 9.01.

Incidental Registration. If the Company at any time or from time to time during the term of this Warrant proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement securities under the Securities Act on any form (other than in a registration statement on Form S-4 or S-8 or any successor form unless to such forms are being used in lieu forms) whether or not pursuant to registration rights granted to other holders of its securities and whether or as not for sale for its own account, the functional equivalent of, registration rights) for any class that is the same or similar to Registrable Securities, then it will give Company shall deliver prompt written notice setting forth (which notice shall be given at least 30 days prior to such proposed registration) to the terms Holder of its intention to undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and such other information as any Holder may reasonably request number of securities proposed to all Holders at least thirty (30be registered and the distribution arrangements) days before and of the initial filing with the Commission of Holders' right to participate in such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise 15(a) as hereinafter provided. Subject to the Company in writing other provisions of this paragraph 15(a), upon the written request of the Holder made within ------------ twenty (20) 10 days after the date of receipt of such written notice from the Company, setting forth (i) which request shall specify the amount of such Registrable Securities for which registration is requested securities to be registered and (ii) the intended method of disposition of such Registrable Securities. The thereof), the Company will thereupon include in such filing shall effect the number of Registrable Securities for which registration is so requested, and will use its best efforts to effect registration under the Securities Act of all Warrant Shares requested by the Holder 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 Warrant Shares so to be registered, by inclusion of such Registrable SecuritiesWarrant Shares in the registration statement which covers the securities which the Company proposes to register and shall use commercially reasonable efforts to cause such registration statement to become effective. Notwithstanding The Holder may, at any time prior to the foregoingeffective date of the Incidental Registration Statement (and for any reason), if revoke such request by delivering written notice to the managing underwriter Company revoking such requested inclusion. The Company shall pay the reasonable out-of-pocket expenses incident to performance of or compliance with this agreement by the Company ("Registration Expenses") relating to the preparation and filing of such registration statement. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay Registration Expenses incurred in connection therewith), and (B) in the case of a determination to delay such registration, the Company shall be permitted to delay the registration of the Warrant Shares for the same period as the delay in registering such other securities. The Company shall have no obligation to effect more than one Incidental Registration per 12-month period pursuant to this Section 15(a). In connection with any offering involving an underwriting of shares of the Company's capital stock pursuant to this Section 15(a), the Company shall not be required to include any of the Warrant Shares in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, if any, of and then only in such offering deliver a written opinion to each Holder of such Registrable Securities that quantity as the underwriters determine in their reasonable discretion will not jeopardize the success of the offering would be materially and adversely affected by the inclusion Company. If the total number of the Registrable Securities securities, including Warrant Shares, requested by stockholders to be included, then included in such offering exceeds the amount of securities to be offered for sold other than by the accounts Company that the underwriters determine in their sole discretion is compatible with the success of all Holders the offering, then the Company shall be required to include in the offering only that number of such securities, including Warrant Shares, which the underwriters and the Company determine in their sole discretion will be reduced pro rata (based on not jeopardize the ratio that each success of the offering. The Company shall include in such Holder's requested securities bears registration, to the total extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of shares a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, securities that the Company is required to register pursuant to registration rights agreements existing as of the date hereof that specifically provide that the securities covered thereby shall be registered prior to registration of any securities covered by a subsequent registration rights agreement, (C) third, the Warrant Shares requested to be included in such registration statementby the Holder, and (D) fourth, other securities of the Company to be registered on behalf of any other Person, and (ii) in the extent necessary to reduce case of a registration initiated by a Person other than the total amount of Company, (A) first, the securities requested to be included in such offering registration by the Persons initiating such registration, (B) second, securities that the Company is required to register pursuant to registration rights agreements existing as of the amount recommended by such managing underwriter or underwriters; provideddate hereof, however(C) third, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended Warrant Shares requested to be offered to all Holdersincluded in such registration by the Holder; (D) fourth, the proportion by which securities that the amount Company proposes to register for its own account, and (E) fifth, other securities of such class of securities intended the Company to be offered by all Holders is reduced will not exceed the proportion by which the amount registered on behalf of such class of securities intended to be offered by such any other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredPerson.

Incidental Registration. (a) If the Company at any time Holdco proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement Shares under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent ofLaws, registration rights) for any class that is the same or similar to Registrable Securities, then it will each such time, subject to the provisions of Section 6.2(b) hereof, give prompt written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing within ------------ twenty (20) days after prior to the anticipated filing date of receipt of the prospectus or registration statement relating to such registration to each Shareholder which notice from shall set forth such Shareholders' rights under this Section 6.2 and shall offer all Shareholders the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon opportunity to include in such filing prospectus or registration statement such number of Shares as each such Shareholder may request (an "INCIDENTAL REGISTRATION"). Upon the written request of any such Shareholder made within ten (10) days after the receipt of notice from Holdco (which request shall specify the number of Registrable Securities for which registration is so requestedShares intended to be disposed of by such Shareholder), and Holdco will use its best efforts to effect the qualification or registration under the Securities Act Laws of all Shares which Holdco has been so requested to quality or register by such Registrable SecuritiesShareholders, to the extent requisite to permit the disposition of the Shares so to be qualified or registered; provided that (A) if such qualification or registration involves a Public Offering, all such Shareholders requesting to be included in Holdco's prospectus or registration must sell their Shares to the underwriters of the Public Offering on the same terms and conditions as apply to Holdco, and (B) if, at any time after giving written notice of its intention to qualify or register any Shares pursuant to this Section 6.2(a) and prior to the effective date of the prospectus or registration statement filed in connection with such qualification or registration, Holdco shall determine for any reason not to qualify or register such Shares, Holdco shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Shares in connection with such qualification or registration (without prejudice, however, to rights of any of the Shareholders under Section 6.1 hereof). Notwithstanding No qualification or registration effected under this Section 6.2 shall relieve Holdco of its obligations to effect a Demand Registration to the foregoingextent required by Section 6.1 hereof. Holdco will pay all Registration Expenses in connection with each qualification or registration of Shares requested pursuant to this Section 6.2. (b) If a qualification or registration pursuant to this Section 6.2 involves a Public Offering (other than in the case of a Public Offering requested by Clairvest, if in a Demand 20 20 Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 6.1(d) shall apply) and the managing underwriter advises Holdco that, in its view, the number of Shares that Holdco and such Shareholders intend to include in such qualification or underwritersregistration exceeds the Maximum Offering Size, if anyHoldco will include in such qualification or registration the Maximum Offering Size: (i) first, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success so much of the offering would Shares proposed to be materially and adversely affected qualified or registered by the inclusion Holdco, not to exceed two-thirds (_) of the Registrable Securities requested to be includedMaximum Offering Size; (ii) second, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares Shares requested to be included in such qualification or registration statement) by any Shareholder pursuant to this Section 6.2 (allocated, if necessary for the extent necessary offering not to reduce exceed the total amount Maximum Offering Size, pro rata among such Shareholders on the basis of securities the relative number of Shares so requested to be included in such qualification or registration); and (iii) so much of the remainder of the Shares proposed to be qualified or registered by Holdco as would not cause the offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredMaximum Offering Size.

Incidental Registration. If the Company at any time after the Initial Registration Date proposes to file ----------------------- on its behalf or on behalf of register any Transfer of its security holders a registration statement Registrable Securities under the Securities Act on any form for its own account or for the account of a security holder (other than a registration statement relating to employee benefit plans, the acquisition of another company or business, an exchange offer solely for already outstanding securities of the Company, or a registration on Form S-4 or S-8 or any successor a form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is 2 does not require substantially the same or similar to information that would be required in a registration statement covering a Transfer of Registrable SecuritiesSecurities held by an Owner), then it the Company will each such time give prompt written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty holders of Registrable Securities (30herein collectively called the "PROSPECTIVE SELLERS") days before of its intention to do so. Upon the initial filing with written notification by any Prospective Seller of an intention to register a Transfer of Registrable Securities under this Section 2.1 (stating the Commission intended method of such registration statement, and offer to include in such filing Transfer of such Registrable Securities as any Holder may request. Each Holder desiring to have by such Prospective Seller and the number of Registrable Securities registered under this Section 6.02 will advise the Company in writing to be transferred), given within ------------ twenty (20) days after the date of receipt of any such notice from the Company, setting forth (i) the amount Company will cause such intended Transfer of such all Registrable Securities for of which registration is requested and (ii) any such Prospective Sellers shall have given such notice to be registered under the intended disposition of such Registrable SecuritiesSecurities Act. The Company will thereupon shall have the right to reduce or eliminate Registrable Securities of a Prospective Seller to be included pursuant to exercise of its incidental rights under this Section 2.1 in an underwritten offering by the Company if, in the good faith opinion of the managing underwriter, supported by written reasons therefor, the inclusion of such shares would raise a substantial doubt as to whether the proposed offering could be successfully consummated. Any reduction of Registrable Securities to be included in an incidental registration pursuant to the immediately preceding sentence shall be made pro rata among the Prospective Sellers thereof requesting such incidental registration on the basis of the percentage of the Registrable Securities of the Company held by the holders of Registrable Securities which have requested that such securities be included; provided, a Demand Holder requiring registration pursuant to Section 2.2 of this Agreement shall not be subject to the foregoing reduction. The Company shall include in such filing the number of Registrable Securities for which a registration is so requested, and will use its best efforts to effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion all of the Registrable Securities requested to be included, then by the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested Prospective Sellers to be included in such registration statement) to that are not eliminated from such registration by the extent necessary to reduce underwriters. In the total amount case of securities to be included in such an underwritten public offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect each Prospective Seller participating in such incidental registration shall, if requested by the managing underwriter, agree not to Transfer any securities of the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered Company held by such other Persons (Prospective Seller to any person other than such underwriter for a period of up to thirty (30) days following the Company) is reduced; providedeffective date of the registration statement relating to such offering or such longer period as may be reasonably requested by such underwriter, -------- further, that but in no event to exceed ninety (90) days, and the Company hereby covenants that it will, thereafter, take whatever actions (including amendment of its registration statement) as shall the amount be reasonably necessary to enable such Prospective Seller to register a Transfer of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of any such securities to be offeredat such time.

Incidental Registration. If (a) Whenever the Company proposes to file a Registration Statement (other than pursuant to Section 2) at any time proposes and from time to file ----------------------- on its behalf or on behalf of any of its 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 unless time, it will, prior to such forms are being used in lieu of or as the functional equivalent offiling, registration rights) for any class that is the same or similar to Registrable Securities, then it will give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before Stockholders and Management Stockholders of its intention to do so and, upon the initial filing with the Commission written request of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing Stockholders and/or Management Stockholders given within ------------ twenty (20) 10 days after the date of receipt of Company provides such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) request shall state the intended method of disposition of such Registrable Securities. The Shares), the Company will thereupon include in such filing the number of Registrable Securities for which registration is so requested, and will shall use its best efforts to effect registration cause all Registrable Shares which the Company has been requested by such Stockholders and/or Management Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholders and/or Management Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 3 without obligation to any Stockholder. (b) In connection with any registration under this Section 3 involving an underwriting, the Company shall not be required to include any Registrable SecuritiesShares 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 (provided that such terms must be consistent with this Agreement). Notwithstanding If in the foregoing, if opinion of the managing underwriter or underwritersit is appropriate because of marketing factors to limit the number of Registrable Shares to be included in the offering, then the Company 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; provided that no persons or entities other than the Company, the Stockholders, the Management Stockholders and persons or entities holding registration rights granted in accordance with Section 10 hereof shall be permitted to include securities in the offering. If the number of such offering deliver a written opinion Registrable Shares to each Holder of such Registrable Securities that the success of be included in the offering would be materially and adversely affected by in accordance with the inclusion foregoing is less than the total number of shares which the holders of Registrable Securities Shares have requested to be included, then the amount holders of Registrable Shares who have requested registration and other holders of securities entitled to be offered for include them in such registration shall participate in the accounts registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the conversion into Common Stock of all Holders will securities convertible thereinto). If any holder would thus be reduced pro rata (based on the ratio that each entitled to include more securities than such Holder's requested securities bears to the total number of shares holder requested to be included registered, the excess shall be allocated among other requesting holders pro rata in the manner described in the preceding sentence. (c) Notwithstanding anything to the contrary contained in this Section 3, in connection with any registration under this Section 3 involving an underwriting, in the event that a Stockholder and/or Management Stockholder does not elect to sell his, her or its Registrable 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 Company'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 such registration commencing on the 90th day after the effective date of such registration statement) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offered.

Incidental Registration. If the Company at any time proposes to file ----------------------- on ---------- ------------ its behalf or on behalf of any of its security holders a registration statement under the Securities Act on any form (other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form unless such forms are being used for securities to be offered in lieu a transaction of the type referred to in Rule 145 under the Securities Act or as the functional equivalent ofto employees of Company pursuant to any employee benefit plan, registration rightsrespectively) for any class that is the same or similar to Registrable Securitiesgeneral registration of securities (an "Incidental Registration Statement", then and together with the Shelf Registration Statement, a "Registration Statement"), it will give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) 30 days before the initial filing with the Commission SEC of such registration statementRegistration Statement, and which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing such the aggregate number of shares of Registrable Securities as any Holder such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will 3 shall advise the Company in writing within ------------ twenty (20) days 10 Business Days after the date of receipt of such notice offer from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securitiesrequested. The Company will shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and will shall use its best efforts to effect registration under the Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be effected in a firm commitment underwriting, Company will not be required to include Registrable Securities. Notwithstanding Securities in such underwriting unless the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such Registrable Securities that accepts the success terms and conditions of the underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of a proposed public offering would be materially and adversely affected by shall advise Company in writing that, in its opinion, the inclusion distribution of the Registrable Securities requested to be includedincluded in the registration concurrently with the securities being registered by Company would materially and adversely affect the distribution of such securities by Company, then all selling security holders shall reduce the amount of securities each intended to be offered for the accounts of all Holders will be reduced distribute through such offering on a pro rata (based on the ratio that each such Holder's requested securities bears to the total number basis. Except as otherwise provided in Section 5, all expenses of shares requested to be included in such registration statement) to the extent necessary to reduce the total amount of securities to shall be included in such offering to the amount recommended borne by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offered.

Incidental Registration. If the Company at any time proposes to file ----------------------- on its behalf or on behalf of any of its 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 unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar to Registrable Securities, then it will give written notice setting forth the terms of the proposed offering and such other information as any Holder the Holders may reasonably request to all Holders holders of Registrable Securities at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing within ------------ twenty thirty (2030) days after the date of receipt of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securitiesrequested. The Company will thereupon include in such filing the number of Registrable Securities for which registration is so requested, and will use its best efforts to effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears according to the total number of shares requested to be included in such registration statementRegistrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offered.

Incidental Registration. (a) If the Company at any time proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement equity securities under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form unless effected pursuant to Section 2.1) in a manner which would permit Registration of Registrable Securities for sale to the public under the Securities Act, it shall each such forms are being used in lieu time, subject to the provisions of or as the functional equivalent ofSection 2.2(b), registration rights) for any class that is the same or similar to Registrable Securities, then it will give written notice setting forth to Conning of its intention to do so and of Conning's rights under this Section 2.2, at least 30 days prior to the terms anticipated filing date of the proposed offering and Registration Statement relating to such other information as any Holder may reasonably request to all Holders at least thirty (30) days before Registration. Such notice shall offer Conning the initial filing with the Commission of such registration statement, and offer opportunity to include in such filing Registration Statement such number of Registrable Securities as any Holder Conning may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise Upon the Company in writing written request of Conning made within ------------ twenty (20) 20 days after the date of receipt of such notice from the Company, setting forth 's notice (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedintended to be disposed of by Conning and the intended method of disposition thereof), and the Company will use its best reasonable efforts to effect registration the Registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by Conning; provided, that (x) if such Registration involves an underwritten offering, Conning must sell its Registrable SecuritiesSecurities to the underwriters selected by the Company on the same terms and conditions as apply to the Company; and (y) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 2.2(a) and prior to the Effective Date of the Registration Statement filed in connection with such Registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to Conning and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such Registration (without prejudice, however, to rights of Conning under Section 2.1). Notwithstanding If a Registration pursuant to this Section 2.2(a) involves an underwritten public offering, Conning may elect, in writing prior to the foregoingEffective Date of the Registration Statement filed in connection with such Registration, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion not to each Holder of register such Registrable Securities that in connection with such Registration. No Registration effected under this Section 2.2 shall relieve the success Company of the offering would be materially and adversely affected by the inclusion its obligations to effect Registrations upon request under Section 2.1. The Company shall pay all Registration Expenses in connection with each Registration of the Registrable Securities requested pursuant to be included, then the amount of securities to be offered for the accounts of this Section 2.2 and Conning shall pay all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears Seller Expenses relating to the total number registration, sale or disposition of shares requested to be included in such registration statement) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Conning's Registrable Securities intended pursuant to be offered a Registration Statement effected pursuant to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredthis Section 2.2.

Incidental Registration. If Endo LLC, pursuant to that certain registration rights agreement, dated as of July 17, 2000, by and between the Company at any time proposes to file ----------------------- on its behalf or on behalf of and Endo LLC (the “Endo LLC Registration Rights Agreement”), demands that the Company register any of its security holders shares of Common Stock or any other of its common equity securities (collectively, “Other Securities”) under the Act for sale for cash to the public under the Act, then Endo LLC will at such time give prompt written notice to each Management Stockholder or any of their respective Permitted Transferees (each, a “Holder”) of its intention to do so and of the rights of such Holder under this Section 6.1, at least 20 days prior to the Company’s anticipated filing date of the registration statement under relating to such demand registration. Such notice shall offer each such Holder the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar to Registrable Securities, then it will give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer opportunity to include in such filing registration statement such Registrable Securities number of shares of Common Stock as any such Holder may request. Each Holder desiring to have Registrable Securities registered under , in accordance with this Section 6.02 will advise 6.1. Upon the Company in writing written request of a Holder made within ------------ twenty (20) 10 days after the date of receipt of such Endo LLC’s notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedshares of Common Stock intended to be disposed of and the intended method of disposition thereof), and Endo LLC will use its best efforts to effect cause the Company to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all shares of Common Stock which the Company has been so requested to register, to the extent required to permit the disposition (in accordance with such Registrable intended methods of disposition) of such shares of Common Stock so requested to be registered, provided that: (a) 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 the registration statement filed in connection with such demand registration, Endo LLC shall determine for any reason not to demand such registration, Endo LLC shall give written notice of such determination to the Holders, and thereupon the Company shall be relieved of its obligation to register the shares of Common Stock requested to be registered in connection with the demand registration of such Other Securities. Notwithstanding ; (b) if the foregoingregistration referred to in the first sentence of Section 6.1(a) hereof is to be an underwritten registration on behalf of the Company, and the managing underwriter(s) advises the Company in writing that, in such firm’s opinion, such offering would be materially and adversely affected by the inclusion therein of any 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 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, Kxxxx, Endo LLC and the Employee Stockholders), which, in the good faith opinion of such firm, can be sold without so materially and 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 total number of shares of Common Stock requested to be included therein by the Management Stockholders and the Employee Stockholders); provided, however, that with respect to the Management Stockholders, if the managing underwriter or underwriters, if any, of in connection with such offering deliver a written opinion to each Holder of registration determines that such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of Common Stock owned by the Registrable Securities requested to be includedManagement Stockholders for reasons including, then 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 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 securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares other securities, 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 affecting such offering (allocated among the holders of such other securities in such proportions as such holders and the Company may agree); and (c) no registration statement) of Common Stock effected under this Section 6.1 shall relieve the Company of its obligation to effect a registration of shares of Common Stock pursuant to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredEndo LLC Registration Rights Agreement.”

Incidental Registration. (a) If the Company at any time proposes to file ----------------------- on register for its behalf own account or on behalf for the account of any of its security holders a registration statement selling shareholder, securities under the Securities 1933 Act on any a form (other than and in a manner that would permit registration statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar to Registrable Securities, then it will give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing within ------------ twenty (20) days after the date of receipt of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing the number of Registrable Securities for sale to the public under the 1933 Act, it will each such time give prompt written notice to all Holders of Registrable Securities 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 (including, without limitation, whether or not such registration will be in connection with an underwritten offering of its Common Stock and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting). Upon the written request of any such Holder of Registrable Securities delivered to the Company within 20 days after such notice shall have been given to such Holder (which registration is so requestedrequest shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), and the Company will use its best efforts to effect the registration under the 1933 Act, as expeditiously as is reasonable, of all Registrable Securities Act that the Company has been so requested to register by the Holders of Registrable Securities, 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; provided, however, that: (i) if, at any time after giving such written notice of its intention to register any of such Registrable Securities. Notwithstanding securities and prior to the foregoingeffective date of the registration statement filed in connection with such registration, if the managing underwriter or underwritersCompany shall determine for any reason not to register such securities, if anythe Company may, at its election, give written notice of such offering deliver a written opinion determination to each Holder of such Registrable Securities that has requested to register Registrable Securities and thereupon the success Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith to the extent provided in Section 2.1(b)); (ii) if the registration so proposed by the Company involves an underwritten offering of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be included, then the amount of securities to be offered for registered and the accounts of all Holders will be reduced pro rata (based on managing underwriter thereof advises the ratio that each such Holder's requested securities bears to Company that, in its opinion, the total number of shares requested to be included in such registration statement) to the extent necessary to reduce the total amount of securities proposed to be included in such offering to by the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for Company and the account number of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount shares of Registrable Securities intended proposed to ------- be offered included in such offering by the Holder or Holders thereof should be limited due to market conditions, the Company may require, by written notice to each such Holder, that, to the extent necessary to meet such limitation on the number of shares of Registrable Securities that the Holders are permitted to sell, all Holders of Registrable Securities proposing to sell shares of Registrable Securities in such offering shall share pro rata in the number of shares of Registrable Securities to be reduced below twenty-five percent excluded from such offering, such sharing to be based on the respective numbers of shares of Registrable Securities as to which registration has been requested by such Holders. To the extent any Registerable Securities are required to be excluded from such underwritten offering (25%) the "Excluded Securities"), such Excluded Securities shall nevertheless be included in such registration for sale to the public (but shall not be a part of the total amount securities sold to the underwriter of securities such offering) and the Holders shall agree not to be offeredoffer or sell the Excluded Securities for a period of 90 days following the effective date of any such registration; (b) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities effected by it pursuant to this Section 2.2.

Incidental Registration. (a) If the Company at any time proposes to file ----------------------- on its behalf 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 registration statement on Form S-4 or S-8 or any successor form unless such forms are being used for securities to be offered in lieu a transaction of the type referred to in Rule 145 under the Securities Act or as to employees of the functional equivalent ofCompany pursuant to any employee benefit plan, registration rightsrespectively) for any class that is the same or similar to Registrable Securitiesregistration of securities, then it will give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) 30 days before the initial filing with the Commission SEC of such registration statement, . The notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and shall offer to include in such filing such the aggregate number of shares of Registrable Securities as any Holder such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will 2.02 shall advise the Company in writing within ------------ twenty (20) 20 days after the date of receipt of such notice offer from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securitiesrequested. The Company will thereupon shall include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to Section 2.02(b), and will shall use its best efforts to effect registration under the Securities Act of such shares. (b) The Holders of Registrable SecuritiesSecurities shall not have the right to include any Registrable Securities in such filing unless (i) such Registrable Securities are of the same class as the securities included in such registration and (ii) if any of the securities covered by such registration are sold in an underwritten offering, the Holders of Registrable Securities agree in writing to sell their Registrable Securities on the same terms and conditions as apply to the securities being sold by the Company and the Demanding Security Holders. Notwithstanding the foregoing, if If the managing underwriter or underwritersof a proposed public offering shall advise the Company in writing that, if anyin its opinion, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be includedincluded in the registration concurrently with the securities being registered by the Company or the Demanding Security Holders would materially and adversely affect the distribution of such securities by the Company or the Demanding Security Holders, then the amount number of securities to be offered for included in the accounts of all Holders will registration shall be reduced to the maximum number that could be marketed without materially and adversely affecting the distribution of the securities to be included by the Company or the Demanding Security Holders in such registration and the Company shall register (A) first, such securities, if any, which the Company proposes to sell in such registration, (B) second, such securities which are sought to be included by the Demanding Security Holders in such registration pursuant to contractual registration rights in existence on the date of this Agreement (allocated, if necessary, on a pro rata basis), and (based on the ratio that each such Holder's requested securities bears to the total number of shares requested C) third, Registrable Securities which are sought to be included in such registration statement) to by the extent necessary to reduce the total amount Holders (allocated, of securities to necessary, on a pro rata basis). Except as otherwise provided in Section 3.02, all expenses of such registration shall be included in such offering to the amount recommended borne by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offered.. ARTICLE THREE

Incidental Registration. If (i) In addition to and independent of the Company at ----------------------- rights afforded by Section 1(a), prior to filing with the Commission any time proposes Registration Statement (on Form S-1 or Form S-3 or any general form for the registration of securities now or hereafter adopted comparable to file ----------------------- on its behalf or on behalf either of any of its security holders a registration statement under the Securities Act on any form such Forms as now in effect (other than a registration statement Registration Statement on Form S-4 or Form S-8 or any successor form unless to such forms Forms)), during the period from and including September 13, 1997 to but excluding March 13, 2000, with respect to any underwritten public offering of the Company's equity securities or any securities convertible into or exchangeable or exercisable for such equity securities, the Company shall notify each Significant Investor Group of such proposed filing and the price at which the shares are being used expected to be offered pursuant thereto. Any such Significant Investor Group wishing to have any of its members' Registrable Securities included in lieu such Registration Statement shall promptly (and in any event within 30 days after such notice is given by the Company) give written notice to the Company requesting registration of or as the functional equivalent of, registration rights) for any class that is the same or similar to such members' Registrable Securities, then it will give written notice setting forth specifying the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30member(s) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such whose Registrable Securities as any Holder may request. Each Holder desiring are requested to have Registrable Securities registered under this Section 6.02 will advise the Company in writing within ------------ twenty (20) days after the date of receipt of such notice from the Companybe registered, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing specifying the number of Registrable Securities for which registration is so requestedrequested to be registered by each such member and describing the proposed method of disposition thereof, and will use its best efforts to effect registration under specifying the number of Registrable Securities Act which each such member of such Registrable Securities. Notwithstanding the foregoingSignificant Investor Group wishes to dispose of pursuant to such Underwritten Offering; provided, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion that no Significant -------- Investor Group shall be permitted to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion register more than one-third of the Registrable Securities requested to be included, then held by the amount members of securities to be offered for the accounts of all Holders will be reduced pro rata such Significant Investor Group. (based on the ratio that each such Holder's requested securities bears ii) At any time prior to the total number time that a Registration Statement as to which notice has been given by the Company pursuant to this Section 1(b) has been filed by the Company or, if filed, has been declared effective, the Company may determine not to file, or may withdraw, such Registration Statement, in either of shares requested which events the Company shall have no obligation pursuant to be included in such registration statementthis Section 1(b) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the register any Registrable Securities intended to be offered to all Holders, the proportion by which the amount of in connection with such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredproposed Registration Statement.

Incidental Registration. If the Company at any time (a) Whenever ACADIA proposes to file ----------------------- on its behalf or on behalf a Registration Statement pursuant to Section 9.1 of any of its 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 unless Stockholders Agreement, ACADIA will, prior to such forms are being used in lieu of or as the functional equivalent offiling, registration rights) for any class that is the same or similar to Registrable Securities, then it will give written notice setting forth to the terms Holders of its intention to do so and, upon the proposed offering and such other information as written request of any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing given within ------------ twenty (20) 20 days after the date of receipt of ACADIA provides such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) request shall state the intended method of disposition of such Holder’s Registrable Securities. The Company will thereupon include in such filing the number of Registrable Securities for which registration is so requestedShares), and will ACADIA shall use its best efforts to effect registration cause all Registrable Shares which ACADIA has been requested by such Holder to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder; provided that ACADIA shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2(a) without obligation to the Holders. (b) Whenever ACADIA proposes to file a Registration Statement (other than pursuant to Section 2.1 or 2.2(a)), ACADIA will, prior to such filing, give written notice to the Holders of its intention to do so and, upon the written request of any Holder given within 20 days after ACADIA provides such notice (which request shall state the intended method of disposition of such Holder’s Registrable SecuritiesShares), ACADIA shall use its best efforts to cause all Registrable Shares which ACADIA has been requested by such Holder to register to be registered under the Securities Act to the extent necessary to permit the sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder; provided, however, that, during the one-year period following the First Closing Date, ACADIA shall have the right to file one Registration Statement which shall not be subject to this Section 2.2(b); provided further that ACADIA shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2(b) without obligation to the Holders. (c) In connection with any registration under this Section 2.2 involving an underwriting, ACADIA 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 ACADIA and the underwriters selected by it (provided that such terms must be consistent with this Agreement). Notwithstanding If in the foregoing, if opinion of the managing underwriter or underwritersit is appropriate because of marketing factors to limit the number of Registrable Shares to be included in the offering, then ACADIA 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; provided that no Persons other than the Holders, ACADIA, Institutional Stockholders and other Persons holding registration rights shall be permitted to include securities in the offering. If the number of such offering deliver a written opinion Registrable Shares to each Holder of such Registrable Securities that the success of be included in the offering would be materially and adversely affected by in accordance with the inclusion foregoing is less than the total number of shares which the Registrable Securities Holders have requested to be included, then the amount of securities Holders who have requested registration and any other Persons who have requested registration pursuant to be offered for similar incidental registration rights shall participate in the accounts of all Holders will be reduced registration pro rata (based on the ratio that each such Holder's requested securities bears to the their total number ownership of shares requested to be included in such registration statement) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredCommon Stock.

Incidental Registration. (a) If the Company at any time proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement securities under the Securities Act on any form (other than (x) by a registration statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar forms) or (y) pursuant to Registrable SecuritiesSection 4.1 above) whether for its own account or for the account of the holder or holders of any other shares of the Company’s Common Stock, then it will each such time give prompt written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission holders of Registrable Securities of its intention to do so and of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered holders’ rights under this Section 6.02 will advise 4.2 Upon the Company in writing written request of any such holder made within ------------ twenty (20) days after the date of receipt of any such notice from (which request shall specify the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested intended to be disposed of by such holder and (ii) the intended method of disposition of such Registrable Securities. The thereof), the Company will thereupon include in such filing the number of Registrable Securities for which registration is so requested, and will use its best commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register, by inclusion of such Registrable Securities in the 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 the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but 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 as a registration under Section 4.1 above, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. Notwithstanding No registration affected under this Section 4.2 shall relieve the foregoingCompany of its obligation to effect any registration upon request under Section 4.1 above, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 4.1 above. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 4.2. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 4.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in this Section 4.2, use its commercially reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter or underwriters, if any, of such underwritten offering deliver shall inform the Company and holders of the Registrable Securities requesting such registration and all other holders of any Other Securities in respect of such underwritten offering, by letter of its belief that inclusion in such distribution of all or a written opinion specified number of the securities proposed to each Holder be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities that the success of the offering would and such Other Securities which may be materially and adversely affected by the inclusion of the Registrable Securities requested to be includeddistributed without such effect), then the amount Company may, upon written notice to all holders of securities to be offered for the accounts such Registrable Securities and holders of all Holders will be reduced such Other Securities, reduce pro rata (based on if and to extent stated by such managing underwriter to be necessary to eliminate such effect) first the ratio that each such Holder's requested securities bears to the total number of shares Registrable Securities that have been requested to be included in such registration statement) to statement and second the extent necessary to reduce number of Other Securities that have been requested be included in such registration statement so that the total amount resultant aggregate number of such Registrable Securities and Other Securities so included in such registration, together with the number of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered registration for the account of other Persons as well as the Company, then with respect shall be equal to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class number of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of stated in such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredmanaging underwriter’s letter.

Incidental Registration. If the Company at any time proposes to file ----------------------- on its behalf or 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 registration statement on Form S-4 or S-8 or any successor form unless such forms are being used for securities to be offered in lieu a transaction of the type referred to in Rule 145 under the Securities Act or as to the functional equivalent ofCompany's employees pursuant to any employee benefit plan, registration rightsrespectively) for any class that is the same or similar general registration of securities to Registrable Securitiesbe sold for cash with respect to the Common Stock, then it will give written notice setting forth to the terms of the proposed offering and such other information as any Registered Holder may reasonably request to all Holders at least thirty (30) 30 days before the initial filing with the Commission of such the registration statement, and which notice shall set forth the intended method of disposition of the securities that the Company proposes to register. The notice shall offer to include in such filing such the aggregate number of Registrable Securities as any the Registered Holder may request. Nothing in this Section 5B shall preclude the Company from discontinuing the registration of its securities being effected on its behalf under this Section 5B at any time and for any reason before the effective date of the registration relating thereto; but, in that event, the Company shall notify the Registered Holder of such discontinuation of the registration. Each Registered Holder desiring to have Registrable Securities registered under this Section 6.02 will 5B shall advise the Company in writing within ------------ twenty (20) 20 days after the date of receipt of such notice offer from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securitiesasked. The Company will shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requestedasked, and will use its best efforts subject to effect registration under the Securities Act of such Registrable Securitiesnext sentence. Notwithstanding the foregoing, if If the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success underwriters of the proposed public offering would be materially and adversely affected by shall advise the inclusion of Company in writing that, in their good faith opinion, the Registrable Securities requested to be included, then the amount number of securities to be offered for included in such registration would materially and adversely affect the accounts marketing or price of all Holders such securities to be sold, the Company will allocate the securities to be reduced pro rata included in such registration (based on 3) first, the ratio that each securities to be included in such Holder's requested securities bears to registration by the total number of shares holder or holders initiating the registration and (4) the Registrable Securities requested to be included in such registration statement) by the Registered Holder and securities proposed to be sold by the extent necessary to reduce the total amount of securities Company for its own account or requested to be included in such offering registration by holders of securities other than the Registered Holder (pro rata based on the number of securities proposed to be sold by all holders and the Company). Except as otherwise provided in Section 5D, the Company shall bear all expenses of such registration. If any registration pursuant to this Section 5B is underwritten, the Company will select investment banker(s) and manager(s) and make other decisions regarding the underwriting arrangements for the offering. The Company has not entered into, and on or after the date of this Warrant, will not enter into, any agreement that is inconsistent with the rights granted to the amount recommended Registered Holder in this Warrant or that otherwise conflicts with its provisions. The rights granted to the Registered Holder under this Warrant do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's other issued and outstanding securities under any such agreements. Without limiting the generality of the foregoing, the Company shall not grant to any Person the right to request it to register any of its securities under the Securities Act unless the rights so granted are not in conflict with or inconsistent with the provisions of this Warrant. Unless otherwise consented to in writing by such the managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for neither the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount Company nor any holder of Registrable Securities intended will effect any public sale or distribution of its Common Stock or its Convertible Securities during the 10 day period before, and during the 60 day period beginning on, the closing date of each underwritten offering by the Company made pursuant to ------- a registration statement filed pursuant to this Section 5B or Section 5A (except as part of such underwritten registration) whether or not the holder participates in such registration; and, except as may be offered required under agreements that the Company enters into before the date hereof, the Company shall cause each holder of its privately placed Common Stock or Convertible Securities issued by all Holders be reduced below twenty-five percent (25%) it at any time on or after the date of this Warrant to agree not to effect any public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 or Rule 144A under the total amount of securities to be offeredSecurities Act.

Incidental Registration. If Subject to the terms and conditions set forth in this Section 3, if the Company proposes at any time proposes to file ----------------------- register any equity securities (the "Initially Proposed Shares") under the Securities Act, whether or not for its own account, the Company will promptly give written notice to the Holders of its intention to effect such registration (such notice to specify, among other things, the proposed offering price, the kind and number of securities proposed to be registered and the distribution arrangements, including identification of the underwriter(s), if any), and the Holders shall be entitled to include in such registration such number of shares (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 in writing delivered to the Company within 15 days after the receipt of the Company's notice. The Company's obligations to include Holder Shares in a registration statement pursuant to this Section 3 is subject to each of the following limitations, conditions and qualifications: (i) If, at any time after the Company gives written notice to the Holders of its behalf or on behalf intention to effect a registration of any of its security holders a equity securities (whether or not for its own account) and prior to the effective date of any registration statement under filed in connection with such registration, either the Securities Act Company (in the case of the Company intending to register securities for its own account) or holders of Company securities (in the case of the Company intending to register securities on any form (behalf of holders of securities other than a registration statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rightsRegistrable Securities) shall determine for any class that is reason not to register any Securities which were theretofore the same or similar to Registrable Securitiessubject of such registration, then it will the Company shall give written notice setting forth of such determination to the terms Holders and thereupon it shall be relieved of the proposed offering and such other information as its obligation to use any efforts to register any Holder may reasonably request Shares in connection with such aborted registration (but not from its obligation to all Holders at least thirty pay the Registration Expenses (30as defined herein) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing within ------------ twenty (20) days after the date of receipt of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and connection therewith). (ii) If the managing underwriter(s) (in the case of an underwritten offering) of such offering shall notify in writing the Company and each Holder who shall have requested the inclusion of Registrable Securities in such underwritten offering that, in the good faith judgment of such managing underwriter(s), the distribution of all or a specified portion of the Holder Shares would materially interfere with the registration and sale, in accordance with the intended disposition method thereof, of such Registrable Securities. The Company will thereupon include in such filing the Initially Proposed Shares, then the number of Registrable Securities for which Holder Shares to be included in such registration is so requested, and will use its best efforts statement shall be reduced to effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwritersnumber, if any, that, in the good faith judgment of such offering deliver a written opinion to each Holder of managing underwriter(s), can be included without such Registrable Securities that interference; provided, however, that, if (1) the success of the offering would be materially and adversely affected Initially Proposed Shares were being registered by the inclusion of the Registrable Securities requested to be includedCompany for its own account, then the amount number of securities to be offered for included in such registration shall be allocated (x) first, to the accounts of all Holders will be reduced Company, and (y) second, pro rata among all holders of Company securities (based including the Holders) on the ratio that each such Holder's requested securities bears to basis of the total number of shares requested to be included in such registration statementstatement by such holders; and (2) to the extent necessary to reduce Initially Proposed Shares were being registered by the total amount Company for the account of holders of Company securities (other than the Holders), then the number of securities to be included in such offering registration shall be allocated (x) first, pro rata among all holders of Company securities (other than Holders) based upon the number of securities each such holder requested be included in such registration, and (y) second, pro rata among all holders of Company securities not included in the foregoing clause (x) (including Holders) and the Company on the basis of the number of shares requested to be included in such registration statement by such holders and the Company. (iii) If, as a result of the cutback provisions contained in Section 3(ii) hereof, the Holders are not entitled to include all of the Holder Shares in such registration, such Holders may elect to withdraw their request to include Holder Shares in such registration. (iv) If the Company shall so deliver such a request in writing to the amount recommended by such managing underwriter Holders, each Holder shall not effect any public or underwriters; provided, however, -------- ------- that if securities are being offered for the account private sale or distribution of other Persons as well as the Company, then with respect to the any Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Holder Shares) during the 15-day period prior to, and during the 45-day period beginning on, the closing date of any underwritten public offering of shares of Common Stock made for the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offered's own account.

Incidental Registration. (a) If the Company at any time proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement equity securities under the Securities Act on any form (other than a registration statement on Form S-4 Registration (i) relating to shares of Common Stock issuable upon exercise of employee stock options or S-8 or in connection with any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same employee benefit or similar plan of the Company, (ii) in connection with an acquisition by the Company of another company, or (iii) pursuant to Section 10.01) in a manner which would permit Registration of Registrable SecuritiesSecurities for sale to the public under the Securities Act, then it will shall each such time, subject to the provisions of Section 10.02(b), give prompt written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders of record of Registrable Securities of its intention to do so and of such Holders' rights under this Section 10.02, at least thirty (30) 20 days before prior to the initial anticipated filing with date of the Commission of Registration Statement relating to such registration statement, and Registration. Such notice shall offer all such Holders the opportunity to include in such filing Registration Statement such number of Registrable Securities as any each such Holder may request. Each Upon the written request of any such Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing made within ------------ twenty (20) 10 days after the date of receipt of such notice from the Company, setting forth 's notice (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedintended to be disposed of by such Holder and the intended method of disposition thereof), and the Company will use its reasonable best efforts to effect registration the Registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof; provided, that (x) if such Registration involves an under- written offering, all Holders of Registrable SecuritiesSecurities requesting to be included 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; and (y) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 10.02(a) and prior to the Effective Date of the Registration Statement filed in connection with such Registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Registrable Securities and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such Registration (without prejudice, however, to rights of the Holders of Registrable Securities under Section 10.01). Notwithstanding the foregoingIf a Registration pursuant to this Section 10.02(a) involves an underwritten public offering, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each any Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested requesting to be included in such registration statement) Registration may elect, in writing prior to the extent necessary Effective Date of the Registration Statement filed in connection with such Registration, not to reduce the total amount of securities to be included in register such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended in connection with such Registration. No Registration effected under this Section 10.02 shall relieve the Company of its obligations to be offered to effect Registrations upon request under Section 10.01 or Section 10.03. The Company shall pay all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that Registration Expenses in no event shall the amount connection with each Registration of Registrable Securities intended requested pursuant to ------- be offered by this Section 10.02. However, each Holder of Registrable Securities shall pay all Holders be reduced below twenty-five percent (25%) underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of the total amount of securities such Holder's Registrable Securities pursuant to be offereda Registration Statement effected pursuant to this Section 10.02.

Incidental Registration. If the Company at any time time, beginning immediately following the closing of the IPO, proposes to file ----------------------- on its behalf or on behalf of register any of its security holders securities for its own account, other than in a demand registration statement under the Securities Act on any form (Section ‎2.3 or Section ‎2.4 of this Agreement or other than a registration statement relating to employee benefit plans or registration relating to corporate reorganization, or other transactions on Form S-4 or S-8 Forms F–4 or any successor form, or a registration on any registration form unless such forms are being used in lieu of that does not permit secondary sales or as the functional equivalent of, registration rights) for any class that is does not include substantially the same or similar to information statement covering the sale of the Registrable Securities, then it will shall promptly give notice to the Holders of such intention. Upon the written notice setting forth request of any Holder given within fourteen (14) days after receipt of any such notice, the terms Company shall, subject to the provisions of this Section 2‎0, cause to be registered all of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include Registrable Securities indicated in such filing such Registrable Securities request, so as to permit the disposition of the shares so registered. The Company shall have the right to terminate or withdraw any Holder may request. Each Holder desiring to have Registrable Securities registered registration initiated by it under this Section 6.02 will advise 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. If the managing underwriter advises the Company in writing within ------------ twenty that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of securities that are entitled to be included in the registration shall be allocated in the following order of priority (20the “Incidental Registration Priority”): first, the Company shall be entitled to register all of the securities the Company wishes to register for its own account, subject to the provisions of Section 2.3. below; second, if remaining, each of the Holders, other than DNA, shall be entitled to register such number of Registrable Securities (excluding any Ordinary Registrable Securities) days after requested to be registered by each of them (pro rata to the date of receipt of such notice from the Company, setting forth (i) the amount respective number of such Registrable Securities for which registration is requested and (ii) not including the intended disposition of such Ordinary Registrable Securities. The Company will thereupon include ) requested by each such Holders to be included in the registration); third, DNA and any Holder of the Ordinary Registrable Securities shall be entitled to register such filing the number of Registrable Securities for which registration is so requested, and will use its best efforts to effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced registered by it (pro rata (based on the ratio that each such Holder's requested securities bears to the total respective number of shares requested to be included in such registration statement) to Registrable Securities); fourth, if remaining, any other securities of the extent necessary to reduce Company held by other shareholders. Notwithstanding any other provision of this Section 2‎0, following the total amount of securities to be included in such offering to the amount recommended by such managing underwriter IPO (i.e., a second or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holdersany subsequent Company initiated registration), the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the aggregate amount of Registrable Securities intended which shall have the right to ------- be offered by all Holders participate in any proposed registration following the IPO shall not be reduced below twenty-five percent (25%) of the total aggregate amount of securities proposed to be offeredso registered. Notwithstanding anything to the contrary in this Agreement (including without limitation, the above Incidental Registration Priority), in the event the Company has filed with the SEC a Registration Statement in connection with its IPO (the “IPO Registration Statement”), it shall use its reasonable best efforts to (i) include in such IPO Registration Statement a prospectus relating to the resale of all of the DNA Registration securities or (ii) have declared effective substantially concurrently with the IPO Registration Statement, a separate Registration Statement that shall include for resale under the Securities Act all of the DNA Registrable Securities (the “DNA Registration Priority”), so as to permit the disposition of such DNA Registrable Securities so registered following the closing of the IPO or any other first registration of the Ordinary Shares. It is hereby clarified that any Holder of the DNA Registrable Securities shall be entitled to the DNA Registration Priority. For the avoidance of doubt, the Company shall have no obligation to include the DNA Registrable Securities in any prospectus relating to the Company’s IPO or any subsequent underwritten offering of the Company’s Ordinary Shares except as otherwise set forth in this Section 2.

Incidental Registration. (a) If the Company Premiere at any time proposes to file ----------------------- on register for sale for its behalf or on behalf of own account any of its security holders a registration statement Premiere Voting Securities under the Securities Act on any form (other than a registration statement (i) on Form S-8 or S-4 or S-8 or any successor or similar forms, (ii) relating to equity securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of Premiere, (iii) in connection with a direct or indirect acquisition by Premiere of another company or business or any other transaction described in Rule 145(a) under the Securities Act, or (iv) a registration on any registration form unless such forms are being used in lieu of which does not permit secondary sales or as the functional equivalent of, registration rights) for any class that is does not include substantially the same or similar information as would be required to be included in a registration statement covering the sale of Registrable Securities), then in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice setting forth to the terms Holders of Registrable Securities of its intention to do so and of the proposed offering and such other information as any Holder may reasonably request to all Holders Holders' rights under this Section 4.2, at least thirty (30) ten business days before prior to the initial anticipated filing with date of the Commission of registration statement relating to such registration statement, and registration. Any such notice shall offer all such Holders the opportunity to request to include in such filing registration statement such number of Registrable Securities as any each such Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise Upon the Company in writing written request of the Holders made within ------------ twenty (20) five business days after the date of receipt of such notice from the Company, setting forth Premiere (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedintended to be disposed of by each Holder and the intended method of disposition thereof), and Premiere will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which Premiere has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities. Notwithstanding Securities so to be registered, subject to the foregoingprovisions of Section 4.2(b) below; provided that if, if at any time after giving written notice of its intention to register any securities pursuant to this Section 4.2(a), Premiere shall determine for any reason not to register such securities (or to withdraw such registration, whether before or after effectiveness of such registration), Premiere shall give written notice to the Holders of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. (b) If a registration pursuant to this Section 4.2 involves an underwritten public offering and the managing underwriter advises Premiere that, in its view, either (i) the size of the offering that Premiere, the Holders and any other equity securityholders intend to make or underwriters(ii) the combination of securities that Premiere, if any, of the Holders and such other securityholders intend to include in such offering deliver a written opinion to each Holder of are such Registrable Securities that the success of the offering would be materially and adversely affected by affected, then (A) if the inclusion size of the Registrable Securities requested to be includedoffering is the basis of such underwriter's advice, then Premiere shall so advise all holders of securities requesting registration, and the amount of securities that are entitled to be offered included in the registration and underwriting shall be allocated in the following manner: (i) first, all securities to be sold for the accounts account of all Premiere or any of the Other Stockholders ("Priority Holders"), with such priorities among them as Premiere may determine; and (ii) second, the number of shares that may be included in the registration and underwriting by each of the Holders will and each other securityholder (other than Priority Holders) shall be reduced reduced, on a pro --- rata basis (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in ---- such registration statement) to the extent registration), by such minimum number of shares as is necessary to reduce the total amount of securities to be included in comply with such offering to the amount recommended by such managing underwriter or underwriterslimitation; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offered.and

Incidental Registration. 1.1. If the Company at any time proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement equity securities under the Securities Act on any form (other than a registration statement on Form S-4 Registration (i) relating to shares of Common Stock issuable upon exercise of employee stock options or S-8 or in connection with any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same employee benefit or similar plan of the Company or (ii) in connection with an acquisition by the Company of another company), whether as a result of a primary or secondary offering or pursuant to Registrable Securitiesregistration rights granted to holders of other securities of the Company, then it will the Company shall, each such time, subject to the provisions of Section 1.2, give prompt written notice setting forth to the terms Holders of its intention to do so and of such Holders' rights under this Section 1, at least 20 days prior to the anticipated filing date of the proposed offering and Registration Statement relating to such other information as any Holder may reasonably request to Registration. Such notice shall offer all of the Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer opportunity to include in such filing Registration Statement such number of Registrable Securities as any each such Holder may request. Each Upon the written request of any such Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing made within ------------ twenty (20) 10 days after the date of receipt of such notice from the Company, setting forth 's notice (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedintended to be disposed of by such Holder), and will the Company shall use its best efforts to effect registration the Registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such all Registrable Securities which the Company has been so requested to register by the Holders thereof; provided, that (x) if such Registration involves an underwritten offering, all Holders requesting to be included in the success 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; and (y) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 1.1 and prior to the Effective Date of the offering would Registration Statement filed in connection with such Registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders and shall thereupon be materially and adversely affected by the inclusion relieved of the its obligation to register any Registrable Securities requested in connection with such Registration. If a Registration pursuant to be includedthis Section 1.1 involves an underwritten public offering, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested any Holder requesting to be included in such registration statement) Registration may elect, in writing prior to the extent necessary effective date of the Registration Statement filed in connection with such Registration, not to reduce the total amount of securities to be included in register such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to in connection with such Registration. The Company shall pay all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that Registration Expenses in no event shall the amount connection with each Registration of Registrable Securities intended requested pursuant to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredthis Section 1.

Incidental Registration. If (i) In addition to, and independent of the Company at rights afforded by Section 1(a), prior to filing with the Commission any time proposes to file ----------------------- on its behalf or on behalf of any of its security holders a registration statement under the Securities Act on any form Registration Statement (other than a registration statement Registration Statement on Form S-4 or S-8 or any successor form unless forms to such forms Forms) with respect to (A) any public offering by and for the account of the Company of its equity securities or any securities convertible into or exchangeable or exercisable for such equity securities or (B) any public offering by the Company for the account of IronBrand, or any other holders of equity securities of the Company, of the Company's equity securities or any securities convertible into or exchangeable or exercisable for such equity securities, the Company shall notify each holder of the Registrable Securities of such proposed filing, specifying whether such offering is to be an Underwritten Offering and if so, the price range at which the shares are being used expected to be offered pursuant thereto. Any such holder wishing to have any of such holder's Registrable Securities included in lieu such Registration Statement shall promptly (and in any event within 30 days after such notice is given by the Company) give written notice to the Company requesting registration of or as the functional equivalent of, registration rights) for any class that is the same or similar to such holder's Registrable Securities, then it will give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing within ------------ twenty (20) days after the date of receipt of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing specifying the number of Registrable Securities for which registration is so requestedrequested to be registered and describing the proposed method of disposition thereof, and will if the proposed offering is to be an Underwritten Offering and such holder wishes to participate therein, specifying the number of Registrable Securities which such holder wishes to dispose of pursuant to such Underwritten Offering. (ii) If the proposed public offering as to which notice is given by the Company pursuant to Section 1(b)(i) is other than an Underwritten Offering, the Company shall use its reasonable best efforts to effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of register the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in such registration statement) its Registration Statement and, in connection therewith, to prepare and make available a Prospectus meeting the extent necessary to reduce the total amount requirements of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%Section 10(a) of the total amount Securities Act for such period as may be required by the Securities Act. (iii) At any time prior to the time that a Registration Statement as to which notice has been given by the Company pursuant to Section 1(b) has been filed by the Company or, if filed, has been declared effective, the Company may determine not to file, or may withdraw, such Registration Statement, in either of securities which events the Company shall have no obligation pursuant to be offeredthis Section 1(b) to register any Registrable Securities in connection with such proposed Registration Statement.

Incidental Registration. (i) If the Company at any time after the date hereof proposes to file ----------------------- on its behalf or on behalf of any of its security holders a registration statement register equity securities under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 S-8, or any successor form unless or other forms promulgated for similar purposes), whether or not for sale for its own account, it will, at each such forms are being used in lieu of or as the functional equivalent oftime, registration rights) for any class that is the same or similar to Registrable Securities, then it will give prompt written notice setting forth the terms to all registered holders of the proposed offering Warrants of its intention to do so and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered holders’ rights under this Section 6.02 will advise paragraph 7. Upon the Company in writing written request of any such registered holder made within ------------ twenty fifteen (2015) days after the date of receipt of any such notice from (which request shall specify the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) intended to be disposed of by such registered holder), the intended disposition of such Registrable Securities. The Company will thereupon include in such filing the number of Registrable Securities for which registration is so requested, and will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the registered holders thereof; provided that: (A) if, at any time after giving written notice of its intention to register any securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each registered holder of Registerable Securities and, thereupon, shall be relieved of its obligation to register any Registrable SecuritiesSecurities in connection with such registration (but not from its obligation to pay the registration expenses already incurred in connection therewith), and (B) if such registration involves an underwritten offering, all registered holders of Registerable Securities requesting to be included 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. (ii) If a registration requested pursuant to this paragraph 7 involves an underwritten public offering, any registered holder of Registerable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. Notwithstanding Nothing in this paragraph 7 shall operate to limit the foregoingright of any registered holder of Registerable Securities to request the registration of Common Stock issuable upon the conversion, if exchange or exercise of the Warrants or any other securities held by such registered holder notwithstanding the fact that at the time of request such registered holder does not hold the Common Stock underlying such securities. The registrations provided for in this paragraph 7(b) are in addition to, and not in lieu of, registrations made upon the request of the registered holders of Registerable Securities in accordance with paragraph 7(c) and paragraph 7(d). (iii) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this paragraph 7(b). (iv) If a registration pursuant to this paragraph 7(b) involves an underwritten offering and the managing underwriter or underwritersadvises the Company in writing that, if anyin its opinion, the number of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in such registration statementwould be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Company (other than the Registrable Securities), then the Company shall include in such registration (i) first, 100% of the securities the Company proposes to sell for its own account, and (ii) second, to the extent necessary to reduce of the total amount of securities Registrable Securities requested to be included in such offering to registration which, in the amount recommended by opinion of such managing underwriter or underwriters; providedunderwriter, howevercan be sold without having the adverse effect referred to above, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended which the registered holders of Registerable Securities have requested to ------- be offered by included in such registration, such amount to be allocated pro rata among all Holders be reduced below twenty-five percent (25%) requesting registered holders of Registerable Securities on the basis of the total relative amount of securities Registrable Securities then held by each such registered holder (provided that any such amount thereby allocated to any such registered holder that exceeds such registered holder’s request shall be offeredreallocated among the remaining requesting registered holders of Registerable Securities in like manner).

Incidental Registration. If the Company at any time proposes proposed to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement Common Stock or any other of its equity securities (collectively, "Other Securities") under the Securities Act on any form (other than pursuant to a registration statement on Form S-4 or S-8 or any successor form unless such forms are being used a transaction described in lieu Rule 145 of the Securities Act), whether or as not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the functional equivalent ofpublic under the Securities Act, registration rights) for any class that is the same or similar to Registrable Securities, then it will each such time give prompt written notice setting forth to the terms Holder of Registrable Securities of its intention to do so at least 30 days prior to the anticipated filing date of the proposed offering and registration statement relating to such other information as any registration. Subject to the restrictions set froth below, such notice shall offer the Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer opportunity to include in such filing registration statement such number of Registrable Securities as any the Holder may request. Each Upon the written request of the Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing made within ------------ twenty (20) 10 days after the date of receipt of such notice from the Company, setting forth 's notice (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedintended to be disposed of), and the Company will use its best all commercially reasonable efforts to effect the registration under the Securities Act of such all Registrable Securities. Notwithstanding Securities which the foregoingCompany has been requested to register by the Holder, if to the managing underwriter or underwritersextent required to permit the disposition of the Registrable Securities so requested to be registered, if any, of such offering deliver a written opinion to each Holder by inclusion of such Registrable Securities that in the success registration statement which covers the Other Securities which the Company proposed to register, provided that: (a) if, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the offering would registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Other Securities, the Company may, at its election, give written notice of such determination to the Holder and thereupon the Company shall be materially and adversely affected by relieved of its obligation to register such Registrable Securities in connection with the inclusion registration of such Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 5 hereof); (i) if the registration referred to in the first sentence of this Section 2 is to be an underwritten primary registration on behalf of the Company, and the managing underwriter(s) advise the Company in writing that in their opinion the number of Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in such registration statementexceeds the number which can be sold in such registration without adversely affecting the marketability of such offering, the Company shall include in such registration: (1) first, all securities the Company proposes to the extent necessary to reduce the total amount of sell for its own account ("Company Securities"), and (2) second, on a pro rata basis with all other securities requested to be included in such offering registration and which securities have been issued under the Company's 1993 Stock Option Plan, up to the full number of Registrable Securities held by the Holder and requested to be included in such registration in excess of the number or dollar amount recommended by of securities the Company proposes to sell which, in the opinion of such managing underwriter or underwritersunderwriter(s), can be sold; provided, however, -------- ------- that and (ii) if securities are being offered for the account registration referred to in the first sentence of other Persons as well as this Section 2 is to be an underwritten secondary registration on behalf of a holder of the Company's securities, then with respect to and the managing underwriter(s) for such offering advise the Company in writing that in their opinion the number of Registrable Securities intended requested to be offered to all Holdersincluded in such registration exceeds the number which can be sold in such registration without adversely affecting the marketability of such offering, the proportion by Company shall include in such registration, on a pro rata basis with all other securities requested to be included in such registration and which securities have been issued under the Company's 1993 Stock Option Plan, the amount of such class of securities intended Registrable Securities held by the Holder and requested to be offered by all Holders is reduced will not exceed included in such registration that exceeds the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total number or dollar amount of securities the initial requesting holder proposed to sell which, in the good faith opinion of such underwriter(s) can be offeredsold.

Incidental Registration. (a) If the Company at any time proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement securities under the Securities Act on any form (other than (x) by a registration statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar forms) or (y) pursuant to Registrable SecuritiesSection 4.1 above) whether for its own account or for the account of the holder or holders of any other shares of the Company’s Common Stock, then it will each such time give prompt written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission holders of Registrable Securities of its intention to do so and of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered holders’ rights under this Section 6.02 will advise 4.2. Upon the Company in writing written request of any such holder made within ------------ twenty (20) days after the date of receipt of any such notice from (which request shall specify the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested intended to be disposed of by such holder and (ii) the intended method of disposition of such Registrable Securities. The thereof), the Company will thereupon include in such filing the number of Registrable Securities for which registration is so requested, and will use its best commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register, by inclusion of such Registrable Securities in the 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 the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but 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 as a registration under Section 4.1 above, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. Notwithstanding No registration affected under this Section 4.2 shall relieve the foregoingCompany of its obligation to effect any registration upon request under Section 4.1 above, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 4.1 above. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 4.2. (b) If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 4.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in this Section 4.2, use its commercially reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter or underwriters, if any, of such underwritten offering deliver shall inform the Company and holders of the Registrable Securities requesting such registration and all other holders of any Other Securities in respect of such underwritten offering, by letter of its belief that inclusion in such distribution of all or a written opinion specified number of the securities proposed to each Holder be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities that the success of the offering would and such Other Securities which may be materially and adversely affected by the inclusion of the Registrable Securities requested to be includeddistributed without such effect), then the amount Company may, upon written notice to all holders of securities to be offered for the accounts such Registrable Securities and holders of all Holders will be reduced such Other Securities, reduce pro rata (based on if and to extent stated by such managing underwriter to be necessary to eliminate such effect) first the ratio that each such Holder's requested securities bears to the total number of shares Registrable Securities that have been requested to be included in such registration statement) to statement and second the extent necessary to reduce number of Other Securities that have been requested be included in such registration statement so that the total amount resultant aggregate number of such Registrable Securities and Other Securities so included in such registration, together with the number of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered registration for the account of other Persons as well as the Company, then with respect shall be equal to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class number of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of stated in such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredmanaging underwriter’s letter.

Incidental Registration. (a) Right to Include Registrable Securities. --------------------------------------- (i) If after June 30, 2001 the Company at any time proposes intends to file ----------------------- on its behalf or on behalf of any of its security holders a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 Form S-8, or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rightsthereto) for any class that is the same or similar to Registrable Securities, then it will give written notice setting forth the terms purposes of effecting a public offering of securities of the proposed offering and such other information as Company for the account of the Company or the account of any Holder may reasonably request to all Holders holder of securities of the Company, the Company shall notify the Stockholders in writing at least thirty (30) 15 days before prior to making such filing and shall afford the initial filing with the Commission of such registration statement, and offer Stock- holders an opportunity to include in such filing such registration statement all or any part of the Registrable Securities as held by such Stockholders. (ii) Subject to Sections 1.1(b) and (c), upon written request of any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing Stockholder made within ------------ twenty (20) 10 days after the date of receipt of such the notice from the Company, setting forth Company pursuant to Section 1.1(a)(i) (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedintended to be disposed of by such Stockholder and the intended method or methods of disposition thereof), and will the Company shall use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Registrable Securities. Notwithstanding the foregoingStockholder, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder by inclusion of such Registrable Securities in the 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 success effective date of the offering would registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Stockholders and, thereupon, (A) in the case of a determination not to register, shall be materially relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and adversely affected by (B) in the inclusion case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. (iii) No registration effected under this Section 1.1 shall relieve the Company of its obligation to effect any registration upon request under Section 1.2. (iv) If any Stockholder decides not to include all of the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in such any registration statement) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended statement filed by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then such Stockholder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or statements as may be filed by the Company with respect to offerings of its securities, all upon the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredterms and conditions set forth herein.

Incidental Registration. If the Company at any time or from time to time during the term of this Warrant proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement securities under the Securities Act on any form (other than in a registration statement on Form S-4 or S-8 or any successor form unless to such forms are being used in lieu and other than pursuant to Section 15(a)) whether or not pursuant to registration rights granted to other holders of its securities and whether or as not for sale for its own account, the functional equivalent of, registration rights) for any class that is the same or similar to Registrable Securities, then it will give Company shall deliver prompt written notice setting forth (which notice shall be given at least 30 days prior to such proposed registration) to the terms Holder of its intention to undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and such other information as any Holder may reasonably request number of securities proposed to all Holders at least thirty (30be registered and the distribution arrangements) days before and of the initial filing with the Commission of Holders' right to participate in such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise 15(b) as hereinafter provided. Subject to the Company in writing other provisions of this paragraph 15(b), upon the written request of the Holder made within ------------ twenty (20) 20 days after the date of receipt of such written notice from the Company, setting forth (i) which request shall specify the amount of such Registrable Securities for which registration is requested securities to be registered and (ii) the intended method of disposition of such Registrable Securities. The thereof), the Company will thereupon include in such filing shall effect the number of Registrable Securities for which registration is so requested, and will use its best efforts to effect registration under the Securities Act of all Warrant Shares requested by the Holder 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 Warrant Shares so to be registered, by inclusion of such Registrable SecuritiesWarrant Shares in the Registration Statement which covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective (except in the case of a shelf registration statement) for the earlier of (A) nine (9) months and (B) the date all Warrant Shares covered by such Registration Statement are sold, but in any event at least 90 days. Notwithstanding The Holder may, at any time prior to the foregoingeffective date of the Incidental Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of the Holder to cause such registration to be effected as a registration under Section 15(a), and (B) in the case of a determination to delay such registration, the Company shall be permitted to delay the registration of the Warrant Shares for the same period as the delay in registering such other securities; provided, however, that if such delay shall extend beyond 120 days from the managing underwriter or date the Company received a request to include Warrant Shares in such Incidental Registration, then the Company shall again give the Holder the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of such Incidental Registrations pursuant to this Section 15(b) which the Company is obligated to effect. In connection with any offering involving an underwriting of shares of the Company's capital stock pursuant to this Section 15(b), the Company shall not be required to include any of the Warrant Shares securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and its underwriters, if any, of and then only in such offering deliver a written opinion to each Holder of such Registrable Securities that quantity as the underwriters determine in their reasonable discretion will not jeopardize the success of the offering would be materially and adversely affected by the inclusion Company. If the total number of the Registrable Securities securities, including Warrant Shares, requested by stockholders to be included, then included in such offering exceeds the amount of securities to be offered for sold other than by the accounts Company that the underwriters determine in their sole discretion is compatible with the success of all Holders the offering, then the Company shall be required to include in the offering only that number of such securities, including Warrant Shares, which the underwriters and the Company determine in their sole discretion will be reduced pro rata (based on not jeopardize the ratio that each success of the offering. The Company shall include in such Holder's requested securities bears registration, to the total extent of the number which the Company is so advised may be included in such offering without such effect, (i) in the case of shares a registration initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second, the Warrant Shares requested to be included in such registration statementby the Holder, and (C) third, other securities of the Company to be registered on behalf of any other Person, and (ii) in the extent necessary to reduce case of a registration initiated by a Person other than the total amount of Company, (A) first, the securities requested to be included in such offering registration by the Persons initiating such registration, (B) second, the Warrant Shares requested to be included in such registration by the Holder; (C) third, the securities that the Company proposes to register for its own account, and (D) fourth, other securities of the Company to be registered on behalf of any other Person The registration rights granted pursuant to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account provisions of other Persons as well as the Company, then with respect this Section 15(b) shall be in addition to the Registrable Securities intended registration rights granted pursuant to be offered to all Holders, the proportion by which the amount other provisions of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the CompanySection 15(a) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredhereof.

Incidental Registration. If 3.01 Whenever the Company at any time proposes to file ----------------------- on its behalf or on behalf a Registration Statement (other than pursuant to Section 2 and other than in connection with the Company's first underwritten public offering of any Common Stock) the Company will, prior to such filing, give written notice to all eligible Rights Holders of its security holders a registration statement intention to do so and, upon the written request of an eligible Rights Holder or Rights Holders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Rights Holder or Rights Holders to register to be registered under the Securities Act on 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 Rights Holder or Rights Holders; provided that the Company shall have the right to postpone or withdraw any form (other than a registration statement on Form S-4 or S-8 or effected pursuant to this Section 3 without obligation to any successor form Rights Holder. 3.02 In connection with any registration under this Section 3 involving an underwriting, the Company shall not be required to include any Registrable Shares in such registration unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar to Registrable Securities, then it will give written notice setting forth holders thereof accept the terms of the proposed offering and such other information underwriting as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise agreed upon between the Company and the underwriters selected by it (provided that such terms must be consistent with this Agreement). If in writing within ------------ twenty (20) days after the date opinion of receipt the managing underwriter it is appropriate because of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing marketing factors to limit the number of Registrable Securities for which Shares to be included in the offering, then the Company shall be required to include in the registration is so requested, and will use its best efforts to effect registration under the Securities Act only that number of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwritersShares, if any, which the managing underwriter believes should be included therein; provided that no persons or entities other than the Company, the Rights Holders and persons or entities holding registration rights granted in accordance with Section 10 hereof shall be permitted to include securities in the offering. If the number of such offering deliver a written opinion Registrable Shares to each Holder of such Registrable Securities that the success of be included in the offering would be materially and adversely affected by in accordance with the inclusion foregoing is less than the total number of shares which the holders of Registrable Securities Shares have requested to be included, then the amount holders of Registrable Shares who have requested registration and other holders of securities entitled to be offered for include them in such registration shall participate in the accounts registration pro rata based upon their total ownership of Common Stock (giving effect to the conversion into Common Stock of all Holders will securities convertible thereinto). If any holder would thus be reduced pro rata (based on the ratio that each entitled to include more securities than such Holder's requested securities bears to the total number of shares holder requested to be included in such registration statement) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holdersregistered, the proportion by which excess shall be allocated among other requesting holders pro rata in the amount of such class of securities intended to be offered by all Holders is reduced will not exceed manner described in the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredpreceding sentence.

Incidental Registration. If the Company at any time the Company proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement Common Stock under the Securities Act on any form after the date hereof (other than in connection with any acquisition or business combination transaction and other than in connection with stock options and employee benefit plans and compensation) either in connection with a primary offering for cash for the account of the Company, a secondary offering or a combined primary and secondary offering, the Company will, each time it intends to effect such a registration, give a Company Notice to all Holders whose Termination Date shall not have occurred at least 15 Business Days prior to the initial filing of a registration statement on Form S-4 or S-8 or any successor form unless with the SEC pertaining thereto, informing such forms are being used in lieu Holders of or as the functional equivalent of, its intent to file such registration rights) for any class that is the same or similar to Registrable Securities, then it will give written notice setting forth the terms statement and of the proposed offering and such other information as any Holder may reasonably Holders' right to request to all Holders at least thirty (30) days before the initial filing with registration of the Commission of such registration statement, and offer to include in such filing such Registrable Securities as held by the Holders. Upon the written request of one or more of the Holders made within 10 business days after any Holder may request. Each Holder desiring to have such Company Notice is given (which request shall specify the Registrable Securities registered under this Section 6.02 will advise intended to be disposed of by each such Holder, and, unless the Company in writing within ------------ twenty (20) days after applicable registration is intended to effect a primary offering of Common Stock for cash for the date account of receipt of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition method of such Registrable Securities. The distribution thereof), the Company will thereupon include in such filing the number of Registrable Securities for which registration is so requested, and will use its reasonable best efforts to effect the registration under the Securities Act of such all Registrable Securities. Notwithstanding , which the foregoingCompany has been so requested to register by one or more Holders to the 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 a primary offering for cash for the account of the Company, in accordance with the Company's intended method of distribution) of the Registrable Securities so requested to be registered, including, if necessary, by filing with the managing underwriter SEC a post- effective amendment or underwritersa 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 anyrequired 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 the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay such registration of the securities, the Company shall give written notice of such offering deliver a written opinion determination to each Holder of such Registrable Securities that and, thereupon, (A) in the success case of a determination not to register, the offering would Company shall be materially and adversely affected by the inclusion relieved of the its obligation to register any Registrable Securities requested in connection with such registration, and (B) in the case of a determination to delay such registration, the Company shall be included, then the amount permitted to delay registration of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares any Registrable Securities requested to be included in such registration statement) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered statement for the account of other Persons as well same period as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by delay in registering such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredsecurities.

Incidental Registration. If the Company at any time proposes to file ----------------------- on its behalf Corporation for itself or on behalf of any of its security holders shall (except for registrations under Section 2.1(a)(i), which shall not be deemed registrations for the purposes of this Section 2.2) at any time or times after the date hereof undertake to register (including a registration statement Requested Registration pursuant to Section 2.1(b)) under the Securities Act on any form shares of its capital stock or other securities (other than (i) the registration of an offer, sale or other disposition of securities solely to employees of, or other persons providing services to, the Corporation, or any subsidiary pursuant to an employee or similar benefit plan or (ii) relating to a registration statement merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or a comparable or successor rule, registered on Form S-4 or S-8 similar or any successor form unless forms promulgated by the Commission), on each such forms are being used in lieu occasion the Corporation will notify each Holder of such determination or as the functional equivalent of, registration rights) for any class that is the same or similar to Registrable Securities, then it will give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before prior to the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as upon the request of any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company given in writing within ------------ twenty (20) days after the date of receipt of such notice from notice, subject to Section 2.2(b), the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing the number of Registrable Securities for which registration is so requested, and will Corporation shall use its best efforts as soon as practicable thereafter to effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion cause any of the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each specified by any such Holder's requested securities bears to the total number of shares requested Holder to be included in such registration statement) statement to the extent necessary to reduce such registration is permissible under the total amount of securities to be included in such offering Securities Act and subject to the amount recommended conditions of the Securities Act (an “Incidental Registration”). If a Holder decides not to include all of its Registrable Securities in any Incidental Registration filed by the Corporation, such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for Holder shall nevertheless continue to have the account of other Persons right to include any Registrable Securities in any subsequent Incidental Registration as well as may be filed by the Company, then Corporation with respect to offerings of its securities, all upon the Registrable Securities intended terms and conditions set forth herein. The Corporation shall have the right to be offered terminate or withdraw any Incidental Registration initiated by it under this Section 2.2 prior to all Holders, the proportion by which the amount effectiveness of such class of registration whether or not any Holder has elected to include securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount in such registration. The Registration Expenses of such class of securities intended to withdrawn registration shall be offered borne by such other Persons (other than the Company) is reduced; provided, -------- further, that Corporation in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredaccordance with Section 2.3.

Incidental Registration. If the Company at any time prior to the date that all Registrable Securities have been registered (and provided that the Company has not already registered the Registrable Securities for 120 days), the Company proposes to file ----------------------- on its behalf or on behalf of any of its security holders a registration statement under the Securities Act on any form (other than in connection with the Shelf Registration or a registration statement Registration Statement on Form S-4 or S-8 S-8, or any successor form unless such forms are being used in lieu substituting therefor) with respect to an offering of or as the functional equivalent of, registration rights) for any class that is of security by the same Company for its own account or similar to Registrable Securitiesfor the account of any of its security holders, then it will the Company shall give written notice setting forth of such proposed filing to the terms holders of the proposed offering and such other information Registrable Securities as any Holder may reasonably request to all Holders at least soon as practicable (but in no event less than thirty (30) days before the initial anticipated filing with the Commission of such registration statementdate), and such notice shall offer such holders the opportunity to include in register such filing such number of Registrable Securities as any Holder each such holder may request. Each Holder holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 6.02 will subsection 5(c) shall so advise the Company in writing within ------------ twenty (20) 20 days after the date of receipt of such notice from the Company, setting Company (which request shall set forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing the number of Registrable Securities for which registration is requested). The Company shall include in such Registration Statement all such Registrable Securities so requestedrequested to be included therein, and will and, if such registration is an Underwritten Registration, the Company shall use its best efforts to effect registration under cause the managing underwriter or underwriters to permit the Registrable Securities Act requested to be included in the Registration Statement for such offering to be included (on the same terms and conditions as similar securities of such Registrable Securities. Notwithstanding the foregoingCompany included therein to the extent appropriate); provided, however, that if the managing underwriter or underwriters, if any, underwriters of such offering deliver a written opinion to each Holder the holders of such Registrable Securities that the total number of securities that the Company, the holders of Registrable Securities, or such other persons propose to include in suchoffering is such that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will the Company, the holders of Registrable Securities and other holders registering securities pursuant to registration rights shall be reduced pro rata allocated as follows: (based on i) if such registration has been initiated by the ratio that each such Holder's requested securities bears Company as a primary offering, FIRST to the total number of shares requested securities sought to be included in such registration statement) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect and SECOND to the Registrable Securities intended sought to be offered included by the Preferred Holders and the securities sought to all Holdersbe included by other holders of registration rights, pro rata, on the proportion by which basis of the amount of such class number of securities intended owned by each such holder; and (ii) if such registration has been initiated by another holder of registration rights, FIRST to the securities sought to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered included by such other Persons (other than holder, SECOND to the securities sought to be included by the Company) is reduced; provided, -------- further, that in no event shall and THIRD to the amount of Registrable Securities intended sought to ------- be offered included by the Preferred Holders and to all Holders other securities sought to be reduced below twenty-five percent (25%) included by other holders of registration rights, pro rata, on the basis of the total amount number of securities to be offeredowned by each such holder.

Incidental Registration. (a) If the Company at any time Corporation proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement Common Stock under the Securities Act on any form (other than a registration statement on Form S-4 of Common Stock (i) issuable upon exercise of employee stock options or S-8 or in connection with any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same employee benefit or similar to Registrable Securitiesplan of the Corporation approved by the Board or (ii) in connection with a direct or indirect acquisition by the Corporation of another company), then whether or not for sale for its own account, it will each such time, subject to the provisions of Section 5.03(b), give prompt written notice setting forth -at least 10 days prior to the terms anticipated filing date of the proposed offering and such other information as any Holder may reasonably request registration statement relating to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statementto each Stockholder, which notice shall set forth such Stockholder's rights under this Section 5.03 and shall offer such Stockholders the opportunity to include in such filing registration statement such number of Registrable Securities of the same type as are proposed to be registered as each such Stockholder may request (an "INCIDENTAL REGISTRATION"). Upon the written request of any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing such Stockholder made within ------------ twenty (20) 5 days after the date of receipt of such notice from the Company, setting forth Corporation (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedintended to be disposed of by such Stockholder), and the Corporation will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Corporation has been so requested to register by such Stockholders, to the extent required to permit the disposition of the Registrable SecuritiesSecurities so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Stockholders requesting to be included in the Corporation's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.05(f) on the same terms and conditions as apply to the Corporation and (ii) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.03(a) and prior to the effective date of the registration statement filed in connection with such registration, the Corporation shall determine for any reason not to register such securities, the Corporation shall give written notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (without prejudice, however, to the rights of any Stockholder under Section 5.02). No registration effected under this Section 5.03 shall relieve the Corporation of its obligations to effect a Demand Registration to the extent required by Section 5.02. The Corporation will pay all Registration Expenses in connection with Registrable Securities requested pursuant to this Section 5.03. Notwithstanding the foregoing, if the Corporation shall not be obligated to effect more than three Incidental Registrations under this Article 5. (b) If a registration pursuant to this Section 5.03 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 5.02(e) shall apply) and the managing underwriter or underwritersadvises the Corporation that, in its view, the number of shares of Common Stock which the Corporation and the other stockholders intend to include in such registration exceeds the Maximum Offering Size, the Corporation will include in such registration, in the priority listed below, up to the Maximum Offering Size: (A) First, if any, the registration was initiated by other stockholders having rights to require registration of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected Common Stock by the inclusion of the Registrable Securities requested to be includedCorporation, then the amount of securities Common Stock held by such other stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, as agreed between the Corporation and such other stockholders); (B) Second, the Common Stock to be offered issued by the Corporation in an amount that does cause the offering to exceed the Maximum Offering Size; (C) Third, the Common Stock held by the Stockholders (allocated, if necessary for the accounts of all Holders will be reduced offering not to exceed the Maximum Offering Size, pro rata (based to such Stockholders on the ratio that each such Holder's requested securities bears to basis of the total number of shares requested to be included in of Common Stock (on a Fully Diluted basis) held by each such registration statementStockholder); and (D) to Fourth, the extent Common Stock held by the other stockholders (allocated, if necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect offering not to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which Maximum Offering Size, as agreed between the amount of such class of securities intended to be offered by Corporation and such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredstockholders).

Incidental Registration. 1.1. If the Company at any time proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement equity securities under the Securities Act on any form (other than a registration statement on Form S-4 Registration (i) relating to shares of Common Stock issuable upon exercise of employee stock options or S-8 or in connection with any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same employee benefit or similar plan of the Company or (ii) in connection with an acquisition by the Company of another company), whether as a result of a primary or secondary offering or pursuant to Registrable Securitiesregistration rights granted to holders of other securities of the Company, then it will the Company shall, each such time, subject to the provisions of Section 1.2, give prompt written notice setting forth to the terms Holders of its intention to do so and of such Holders' rights under this Section 1, at least 20 days prior to the anticipated filing date of the proposed offering and Registration Statement relating to such other information as any Holder may reasonably request to Registration. Such notice shall offer all of the Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer opportunity to include in such filing Registration Statement such number of Registrable Securities as any each such Holder may request. Each Upon the written request of any such Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing made within ------------ twenty (20) 10 days after the date of receipt of such notice from the Company, setting forth 's notice (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing request shall specify the number of Registrable Securities for which registration is so requestedintended to be disposed of by such Holder), and will the Company shall use its best efforts to effect registration the Registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such all Registrable Securities which the Company has been so requested to register by the Holders thereof; provided, that (x) if such Registration involves an underwritten offering, all Holders requesting to be included in the success 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; and (y) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 1.1 and prior to the effective date of the offering would Registration Statement filed in connection with such Registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders and shall thereupon be materially and adversely affected by the inclusion relieved of the its obligation to register any Registrable Securities requested in connection with such Registration. If a Registration pursuant to be includedthis Section 1.1 involves an underwritten public offering, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested any Holder requesting to be included in such registration statement) Registration may elect, in writing prior to the extent necessary effective date of the Registration Statement filed in connection with such Registration, not to reduce the total amount of securities to be included in register such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to in connection with such Registration. The Company shall pay all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that Registration Expenses in no event shall the amount connection with each Registration of Registrable Securities intended requested pursuant to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offeredthis Section 1.

Incidental Registration. If the Company at any time proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement voting securities ("Other Securities") for public sale under the Securities Act Act, on any a form (other than and in a manner which would permit registration statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that is the same or similar to Registrable Securities, then it will give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing within ------------ twenty (20) days after the date of receipt of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include in such filing the number of Registrable Securities for which registration is so requestedsale to the public under the Securities Act, it will give prompt written notice to each Holder of its intention to do so, and upon the written request of a Holder delivered to the Company within fifteen Business Days after the giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof) the Company will use its best efforts to effect effect, in connection with the registration of the Other Securities, the registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such all Registrable Securities that which the success of Company has been so requested to register by such Holder, to the offering would be materially and adversely affected by extent required to permit the inclusion disposition (in accordance with the intended method or methods thereof as aforesaid) of the Registrable Securities requested so to be includedregistered, PROVIDED that: (a) if, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the managing underwriters of such offering or offerings determine that the aggregate amount of shares to be registered by the Holders of the Registrable Securities could materially and adversely affect such offering, then the amount of securities to be offered for Company may reduce the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested Registrable Securities of such Holders to be included in such offering; PROVIDED, that such Holders will be entitled to register the maximum number of Registrable Securities, together with those shares of Common Stock held by any other person exercising registration statement) to rights, which the extent necessary to reduce underwriters deem advisable and the total amount Company will allocate the number of securities Registrable Shares to be included registered for each such Holder on a pro rata basis in such offering to accordance with the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account number of other Persons as well as the Company, then with respect to the Registrable Securities intended shares each Holder initially requested to be offered sold; (b) the Company shall not be required to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount effect any registration of Registrable Securities intended under this Section 5.3 incidental to ------- be offered by all Holders be reduced below twenty-five percent the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans; and (25%c) Holder, cumulatively, shall have the right to exercise registration rights pursuant to this Section 5.3 without limit during the term hereof. No registration of Registrable Securities effected under this Section 5.3 shall relieve the total amount Company of securities its obligation to be offeredeffect registrations of Registrable Securities pursuant to Section 5.2.

Incidental Registration. If (a) At any time the Company at proposes or is required to register any time proposes shares of Common Stock pursuant to file ----------------------- on its behalf or on behalf of any of its security holders a registration statement Registration Statement under the Securities Act on any form (other than in connection with a registration statement on Form S-4 business acquisition or S-8 combination, an employee benefit plan or any successor form unless such forms are being used an IPO), whether in lieu of connection with a primary or as secondary offering, the functional equivalent of, registration rights) for any class that is the same or similar to Registrable Securities, then it will Company shall give written notice setting forth the terms to each holder of the proposed offering and such other information as any Holder may reasonably request to all Holders Registrable Securities at least thirty (30) 20 days before prior to the initial filing of such Registration Statement with the Commission SEC of the Company’s intent to file such Registration Statement, the estimated price of the Registrable Securities to be sold in such offering, and of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered holder’s rights under this Section 6.02 will advise 5B. Upon the written request of any holder of Registrable Securities made within 15 days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company shall use its reasonable best efforts to effect the registration (an “Incidental Registration”) under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof; 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 the Registration Statement filed in connection with such Incidental Registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5B in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) and (ii) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5B during the period that the registration of such other securities is delayed. (b) If the sole or managing underwriter of an Incidental Registration advises the Company in writing within ------------ twenty (20) days after the date of receipt of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company will thereupon include that in such filing its opinion the number of Registrable Securities for and other securities requested to be included exceeds the number of Registrable Securities and other securities which registration is so requestedcan be sold in such offering without adversely affecting the distribution of the securities being offered, and the price that will use its best efforts to effect registration under be paid in such offering or the Securities Act marketability of such Registrable Securities. Notwithstanding securities, then the foregoing, if the managing underwriter or underwriters, if any, of Company shall include in such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of Incidental Registration the Registrable Securities requested to be includedand other securities of the Company in the following order of priority: (i) first, then the amount greatest number of securities to be offered for of the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested Company proposed to be included in such registration statementby the Company for its own account, which in the opinion of such underwriters can be so sold; (ii) second, after all of the securities that the Company proposes to register, the extent necessary to reduce the total amount greatest number of securities Registrable Securities proposed to be included registered by the Securityholders which in the opinion of such offering to the underwriters can be so sold, such amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, allocated ratably among the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall Securityholders based on the amount of Registrable Securities intended held by each such Securityholders (or, if any Securityholders does not request to ------- include its ratable share, such excess shall be offered allocated ratably among those Securityholders requesting to include more than their allocable share); and (iii) third, after all securities that the Company and Securityholders propose to register, the greatest number of securities held by all Holders Persons with Other Registration Rights requested to be reduced below twenty-five percent (25%) registered by the holders thereof which in the opinion of such underwriters can be so sold, such amount to be allocated ratably among the total respective holders thereof based on the amount of securities held by each such holder (or, if any holder does not request to include its ratable share, such excess shall be offeredallocated ratably among those holders requesting to include more than their allocable share). (c) Any holder of Registrable Securities shall be entitled to withdraw such holder’s request to participate in any Incidental Registration that is an underwritten offering at any time prior to the execution and delivery of the related underwriting agreement.

Incidental Registration. If the The Company agrees that at any time it proposes to file ----------------------- on its behalf or on behalf of register any of its security holders a registration statement securities, whether held by third parties or to be issued by the Company, under the Securities Act on Form S-1 or any other form of registration statement then available for the registration under the Securities Act of securities of the Company (other than a registration statement on Form S-4 or Form S-8 or any successor form unless of registration statement not available for general registration of securities) it shall give written notice to all holders of outstanding shares of Registrable Securities of its intention so to do, and upon the written request of the holder of any such forms are being used in lieu shares of or as the functional equivalent of, registration rights) for any class that is the same or similar to Registrable Securities, then it will give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the Company in writing given within ------------ twenty (20) 20 days after the date of receipt of any such notice from the Company, setting forth the Company shall in each instance use its best efforts, subject to the next sentence, to cause all Registrable Securities held by any such requesting holder of Registrable Securities to be registered under the Securities Act and 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 advise the Company in writing that, in its opinion, the distribution of some or all of the shares of Registrable Securities requested to be included in the registration concurrently with the securities to be offered by the 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 (i) or such other basis as shall be agreed upon by the holders requesting registration), the amount of securities as to which such holder requested registration in such manner that the aggregate number of shares being registered for holders does not exceed that number recommended by such underwriter. Any holder of shares of Registrable Securities requesting registration of such Registrable Securities for which registration is requested and (ii) shall in its request describe briefly the intended disposition manner of any proposed transfer of such Registrable Securities. The Nothing in this Section 2.3 shall be deemed to require the Company will thereupon include in such filing to proceed with any registration of its securities after giving the number of Registrable Securities for which registration is so requested, and will use its best efforts to effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering deliver a written opinion to each Holder of such Registrable Securities that the success of the offering would be materially and adversely affected by the inclusion of the Registrable Securities requested to be included, then the amount of securities to be offered for the accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be included in such registration statement) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; notice herein provided, however, -------- ------- that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Securities intended to ------- be offered by all Holders be reduced below twenty-five percent (25%) of the total amount of securities to be offered.