Common use of Incidental Registration Clause in Contracts

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicable), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders 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 such request; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever Prior to December 31, 2002, each time the Company proposes shall determine to file proceed with the actual preparation and filing of a Registration Statement registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders (other than a Registration Statement filed pursuant to Section 2.1 or in connection with registration statement on a form that does not permit the inclusion of shares by its Initial Public Offeringsecurity holders), at any time and from time to time, it will, prior to such filing, the Company will give written notice to all Stockholders of its intention determination to do soDigi. Upon the written request of Digi given within 30 days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all Conversion Stock for which Digi has requested registration to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by Digi of such Conversion Stock; provided, however, that no nothing herein shall prevent the Company from, at any time, abandoning or delaying any such notice need registration initiated by it. If any registration pursuant to this Section 11.2 shall be given if no Registrable Shares are underwritten in whole or in part, the Company may require that the Conversion Stock requested for inclusion pursuant to this Section 11.2 be included therein in the underwriting on the same terms and conditions as a result of a determination the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicable), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders 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 such request; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered or any portion of the Conversion Stock originally covered by a request for registration would adversely affect the offering, the Company may limit (to zero) reduce the number of Registrable Shares shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Conversion Stock otherwise to be included in the registration and underwritingunderwritten public offering may be reduced. The Company shall so advise all holders of Registrable Shares requesting registration, and Conversion Stock which is thus excluded from the number of shares that are entitled to be included in the registration and underwriting underwritten public offering shall be allocated in withheld from the following manner: the securities market by Digi for a period of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting up to the extent deemed advisable by the managing underwriter90 days, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any reasonably determines is necessary in order to effect the underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheldpublic offering.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall shall, subject to the provisions of Section 2.2(b), use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 2.2, whether or not any Holder has elected to include Registrable Shares in such registration, without obligation to any Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the right of any Stockholder to include its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Stockholder's ’s participation in such underwriting on the terms set forth herein. All herein and (ii) all Stockholders proposing to distribute their securities through including Registrable Shares in such underwriting registration shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in upon customary form terms with the underwriter or underwriters selected for the underwriting by the Company; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding If any other provision Stockholder who has requested inclusion of this Section 2.2its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, if such person may elect, by written notice to the Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, advises the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and writing that marketing factors require a limitation on the number of shares that are entitled to be included in underwritten, the registration and underwriting shall be allocated in the following manner: the shares held by holders of securities of the Company held by officers and directors of the Company (other than Registrable Shares) Stockholders and Other Holders shall be excluded from such registration Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on reduction of the number of shares is required, the number of shares that may be included in such registration Registration Statement and underwriting shall be allocated first to the shares being sold for account of the Company, second among all Purchasers, third among all Existing Preferred Stockholders and Other Holders thereafter among the other Stockholders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at by them on the time date the Company gave gives the notice specified in Section 2.2(a); provided that, unless such registration is in connection with the Company’s Initial Public Offering, the number of Registrable Shares permitted to be included therein shall in any event be at least 25% of the securities included therein (based on aggregate market values). If any Stockholder or Other Holder would thus be entitled to include more securities shares than such holder requested to be registered, the excess shall be allocated first among other requesting Purchasers, second among the other requesting Existing Preferred Stockholders and Other Holders then among the other Stockholders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in In connection with its Initial any Public Offering)Offering of Company's securities, at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicable), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders 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 such request; provided that the Company Holder shall have the right to postpone require Company to include all or withdraw (at Holder's election) any registration effected pursuant to this Section 2.2 without obligation to any Stockholder. (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 Stockholders as a part portion of the written notice given pursuant to Section 2.2(a). In such event, the right Warrant Shares purchasable upon exercise of any Stockholder to include its Registrable such Warrants. Notwithstanding the foregoing, if the underwriters shall advise Company in writing that, in their experience and professional opinion arrived at in good faith based upon existing market conditions, inclusion of such number of Warrant Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected shares of Capital Stock requested for the underwriting registration by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would selling equityholders) will adversely affect the offeringprice or distribution of the securities to be offered in such Public Offering solely for the account of Company, then Holder shall then have the Company may limit (right to zero) the include only such number of Registrable Warrant Shares that such advice by the underwriters indicates may be distributed without adversely affecting the distribution of the securities solely for Company's account. As between Holder and any other holders of Capital Stock requesting to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registrationsuch Public Offering, and the number of shares that are entitled to be included such availability for inclusion in the registration and underwriting for such Public Offering shall be allocated in pro rata based upon the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective total number of shares of Common Capital Stock owned or purchasable. In connection with an underwritten Public Offering, provided that all other holders of equity interests of Company are subject to identical (on an asor more restrictive) restrictions with respect to their equity interests, then Holder shall agree to refrain from selling or otherwise transferring (other than to a Holder-converted basisAffiliated Transferee) which they held at any Warrant Shares not included in such Public Offering for a period of time (not to exceed 90 calendar days after the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves effective date of the terms of any registration statement for such underwriting, Public Offering) as may be appropriate under the circumstances and reasonably requested by Company and the underwriters for such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationoffering. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. 2.1. If (abut without any obligation to do so) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), at any time and from time proposes to time, it will, prior to such filing, give written notice to all Stockholders register any of its intention securities (other than: (i) in a demand registration under Section 3 of this Agreement, (ii) a registration relating solely to do so; providedthe sale of securities to participants in a Company benefit plan, however(iii) a registration relating to a corporate reorganization or other transaction described under Rule 145 of the Act, or (iv) a registration on any form that no such notice need does not include substantially the same information as would be given if no Registrable Shares are required to be included therein as in a result of a determination registration statement covering the sale of the managing underwriter pursuant Registrable Shares), it shall give notice to Section 2.2(b)the Holders of such intention. Upon the written request of a Stockholder or Stockholders, any Holder given within 20 fourteen (14) days after the Company provides receipt of any such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicable)notice, the Company shall use its reasonable best efforts to cause include in such registration all of the Registrable Shares which the Company has been requested by such Stockholder or Stockholders 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 indicated in such request; provided that , so as to permit the Company shall have disposition of the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholdershares so registered. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public 2.2. In connection with any offering involving an underwritingunderwriting of shares of the Company’s share capital, the Company shall so advise the Stockholders as a part not be required under this Section 2 to include any of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation Holders’ securities in such underwriting on unless they accept the terms set forth herein. All Stockholders proposing of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to distribute their securities through such underwriting shall (together with select the Company, Other Holders, underwriters) and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the an underwriter or underwriters selected for the underwriting by the CompanyCompany and such other agreements as the underwriter(s) may reasonably request. Notwithstanding any other provision of this Section 2.22, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, advises the Company may limit (to zero) the number in writing that marketing factors require a limitation of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) underwritten, then there shall be excluded from such registration and underwriting to the extent deemed advisable necessary to satisfy such limitation, first, shares held by shareholders other than the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicableDemanding Holders; second, to the respective number of extent necessary, shares of Common Stock held by shareholders with incidental registration rights (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders a pro rata in basis to their respective holdings); third, shares registered by the manner described in the preceding sentence. If any holder of Registrable Shares or any officerDemanding Holders (on a pro rata basis); and lastly, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom shares offered by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) 2.3. The Company shall have the right to select the managing underwriter for terminate or withdraw any underwritten offering requested pursuant to registration initiated by it under this Section 2.2, subject 2 prior to the approval effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheldCompany in accordance with Section 6 below.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; provided 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 Stockholder. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving involves an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2Agreement, if the Company and the managing underwriter determines underwriter(s) determine in good faith that the inclusion marketing factors require a limitation of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in underwritten, then the Company and the managing underwriter(s) may exclude shares from the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers underwriting, and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in the registration and the underwriting shall be allocated, first to the Company or the Company stockholder(s) for which the registration was initiated, and second to each of the Stockholders requesting inclusion of their Registrable Shares in such registration and underwriting shall be allocated among all each of the other holders of piggyback registration rights on a parity with those Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to on a pro rata basis based on the respective total number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified Registrable Shares and other securities requested for inclusion in Section 2.2(a). If any such registration by each such Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentenceholder. If any holder of Registrable Shares or any officer, director or Other Holder other Company stockholder requesting inclusions of securities in the registration disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Notwithstanding the foregoing, the Company shall have the right to select the managing underwriter for any underwritten offering requested not be required, pursuant to this Section 2.2, subject to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(k) under the approval of the holders of 662/3Securities Act and represent less than 1% of the Registrable Shares, which approval will not be unreasonably withheldthen outstanding shares of Common Stock.

Incidental Registration. (a) Whenever Notwithstanding Section 2.1(a) of this Agreement and Section 1.2(c) of the Stockholder Agreement between Stockholder and the Company dated as of even date herewith, if at any time after the first anniversary of the Closing, the Company proposes to file register (for its own account, on behalf of its stockholders, or a Registration Statement combination of the foregoing) any of its common stock under the 1933 Act in connection with a public offering of such common stock solely for cash (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering)an Excepted Registration Statement) the Company shall, at any time and from time to such time, it will, prior to give the Stockholder notice of such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b)registration. Upon the written request of a Stockholder or Stockholdersthe Stockholder, given within 20 ten (10) days after notice has been given by the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicable)in accordance with Section 9.1, the Company shall use its reasonable best efforts shall, subject to Section 4, cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to be registered under the Securities 1933 Act all of the Stockholder Shares that the Stockholder has requested to be registered. Nothwithstanding the foregoing, if, at any time after giving written notice of its intention to register any securities and prior to the extent necessary to permit their sale or other disposition in accordance with the intended methods effective time of distribution specified in such request; 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 Stockholder. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwritingstatement filed in connection with such registration, the Company shall so advise determine for any reason not to register or to delay registration of such securities, the Stockholders as a part Company may, at its election, give written notice of such determination to Stockholder and (i) in the case of determination not to register, shall be relieved of its obligation to register any Stockholder Shares in connection with such registration (but not from any obligation of the written notice given Company to pay any Registration Expenses (as defined in Section 7 below)), without prejudice, however, to the rights of Stockholder to request that such registration be effected pursuant to Section 2.2(a). In such event2.1 above and (ii) in the case of a determination to delay registering, the right shall be relieved of its obligation to register any Stockholder to include its Registrable Shares for the same period as the delay in registering such other securities. No registration pursuant to effected under this Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, relieve the Company may limit (of its obligation to zero) the number of Registrable Shares to be included in the effect any registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in upon request under Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration2.1. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever If the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering)Company, at any time and from time or any one or more occasions after the date of this Agreement, proposes to timeregister (other than pursuant to Section 2.1) any of its equity securities under the Securities Act for sale to the public, it willwhether for its own account or for the account of other security holders or both (other than pursuant to registrations on Form S-4 or Form S-8 or any successor form or other forms not available for registering securities for sale to the public at large), the Company shall give not less than 15 days' nor more than 90 days' prior to such filing, give written notice to all Stockholders each Holder of Registrable Securities of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, any Holder of Registrable Securities given within 20 15 days after receipt of such notice from the Company, the Company provides such notice (which will use its best efforts to cause the Registrable Securities requested to be registered to be so registered under the Securities Act. A request pursuant to this Section 2.2 shall state the number of Registrable Securities requested to be registered and the intended method of disposition of distribution thereof. In connection with any registration subject to this Section 2.2, the Holders shall enter into such Registrable Shares or Common Stockunderwriting, lock-up and other agreements, and shall execute and complete such questionnaires and other documents, as applicable), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been are reasonably requested by such Stockholder or Stockholders to be registered under the Securities Act to representative of the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in such request; provided that the underwriters. The Company shall have the right to postpone terminate or withdraw any registration effected pursuant to initiated by it under this Section 2.2 without obligation prior to the effectiveness of such registration whether or not any Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder Holder has elected to include its Registrable Shares any securities in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Companyregistration. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter determines that representative of the inclusion of all shares requested to be registered would adversely affect the offering, underwriters advises the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares writing that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if marketing factors require a further limitation on the number of shares is requiredto be underwritten, the number of shares that may to be included in such the underwriting or registration and underwriting shall be allocated among all Stockholders and Other Holders requesting as set forth in Section 2.5 hereof. No registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time effected under this Section 2.2 shall relieve the Company gave of its obligation to effect the notice specified in registration required under Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration2.1. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such -------- notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving involves an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (holders other than Registrable SharesStockholders and other stockholders entitled to include shares therein ("Other Holders") shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Notwithstanding the foregoing, the Company shall have the right to select the managing underwriter for any underwritten offering requested not be required, pursuant to this Section 2.2, subject to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(k) under the approval of the holders of 662/3Securities Act and represent less than 1% of the Registrable Shares, which approval will not be unreasonably withheldthen outstanding shares of Common Stock.

Incidental Registration. (aA) Whenever If KCS, at any time after the Company 180 days following the date of consummation of the transactions contemplated by the Acquisition Agreement, proposes or is required to file a Registration Statement registration statement under the Securities Act related to the offer or sale of shares of Common Stock on a form which permits inclusion of the Registrable Stock (other than a Registration Statement filed pursuant to Section 2.1 registration on Form S-4 or in connection with its Initial Public OfferingS-8 or any successor or similar forms), at any time and from time to time, it will, prior to such filing, will give written notice to all Stockholders Holders of then existing Registrable Stock of its intention so to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b)do. Upon the written request of a Stockholder or Stockholdersany such Holder given to KCS within fifteen Business Days after receipt of any such notice, given within 20 days after KCS will, subject to the Company provides such notice (which request shall state the intended method provisions of disposition of such Registrable Shares or Common Stockthis Registration Rights Agreement, as applicable), the Company shall use its commercially reasonable best efforts to cause all such Registrable Shares Stock which the Company has been such Holders shall have requested by such Stockholder or Stockholders be registered to be registered under the Securities Act Act, to the extent necessary required to permit their sale or other the disposition in accordance with by such Holders of the intended methods Registrable Stock so registered. Registrations of distribution specified in such request; provided that the Company Registrable Stock under this Section 3 shall have the right to postpone or withdraw any not constitute a registration effected pursuant to Section 2. To the extent an underwritten public offering is the intended method of distribution of Registrable Stock included in a registration pursuant to this Section 2.2 without obligation 3, KCS shall have the right, in its sole discretion, to any Stockholderselect the investment banker or bankers who shall serve as the manager and/or co-managers for all registrations of offerings of Registrable Stock under this Section 3. (bB) If the registration for which the Company gives notice pursuant Except as provided in Sections 2 and 3 hereof, KCS shall have no obligation to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of register any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company Securities held by officers and directors of any Holder under the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriterSecurities Act or under any foreign, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares state or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationlaws. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the If Company at any time proposes to file on its behalf and/or on behalf of any of its security holders other than Holders (the "Demanding Security Holders") a Registration Statement under the Securities Act on any form (other than a Registration Statement filed on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to Section 2.1 or in connection with its Initial Public Offering)any employee benefit plan, at any time and from time to timerespectively) for the general registration of securities, it will, prior to such filing, will give written notice to all Stockholders Holders at least thirty (30) days before the initial filing with the Commission of its intention to do so; providedsuch Registration Statement, however, that no such which notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, given within 20 days after the Company provides such notice (which request shall state set forth the intended method of disposition of such Registrable Shares or Common Stock, as applicable), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within twenty (20) days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities Act for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in such request; next sentence, provided that the Company shall have the right may in its sole discretion determine to postpone or withdraw abandon any registration effected pursuant to this Section 2.2 without obligation to any Stockholder. (b) such registration. 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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offeringa proposed public offering shall advise Company in writing that, in its opinion, the Company may limit (to zero) distribution of the number of Registrable Shares Securities requested to be included in the registration concurrently with the securities being registered by Company or such Demanding Security Holders would materially and underwritingadversely affect the distribution of such securities by Company or such Demanding Security Holders, then all selling security holders (including the Demanding Security Holders and Holders, but not including Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. The Company shall so advise Except as otherwise provided in Section 5, all holders expenses of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the such registration and underwriting shall be allocated in the following manner: the securities of the Company held borne by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever If the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering)Company, at any time and from time or on any one or more occasions after the date of this Agreement, proposes to timeregister (other than pursuant to Section 2.1) any of its equity securities under the Securities Act for sale to the public, it willwhether for its own account or for the account of other security holders or both (other than pursuant to registrations on Form S-4 or Form S-8 or any successor form or other forms not available for registering securities for sale to the public at large), the Company shall give not less than 30 days' nor more than 90 days' prior to such filing, give written notice to all Stockholders each Holder of Registrable Securities of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, any Holder of Registrable Securities given within 20 days after receipt of such notice from the Company, the Company provides such notice (which will use its best efforts to cause the Registrable Securities requested to be registered to be so registered under the Securities Act. A request pursuant to this Section 2.2 shall state the number of Registrable Securities requested to be registered and the intended method of disposition of distribution thereof. In connection with any registration subject to this Section 2.2, the Holder shall enter into such Registrable Shares or Common Stockunderwriting, lock-up and other agreements, and shall execute and complete such questionnaires and other documents, as applicable), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to be registered under the Securities Act to the extent necessary to permit their sale or other disposition are customary in accordance with the intended methods of distribution specified in such request; provided that the a secondary offering. The Company shall have the right to postpone terminate or withdraw any registration effected pursuant to initiated by it under this Section 2.2 without obligation prior to the effectiveness of such registration whether or not any Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder Holder has elected to include its Registrable Shares any securities in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Companyregistration. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter determines that representative of the inclusion of all shares requested to be registered would adversely affect the offering, underwriters advises the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares writing that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if marketing factors require a further limitation on the number of shares is requiredto be underwritten, the number of shares that may to be included in such the underwriting or registration and underwriting shall be allocated among all Stockholders and Other Holders requesting as set forth in Section 2.5 hereof. No registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time effected under this Section 2.2 shall relieve the Company gave of its obligation to effect the notice specified in registration required under Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration2.1. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement covering Common Stock (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its an Initial Public Offering), ) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, given within 20 15 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its commercially reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; provided provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 two (2) times in any twelve (12) month period, without obligation to any Stockholder, any such postponement not to exceed a period of ninety (90) days in aggregate, subject to applicable law. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its such Stockholder’s Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's ’s participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that marketing factors require a limitation on the inclusion number of all shares requested to be registered would adversely affect the offeringunderwritten, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (holders other than Registrable Shares) Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which that they held at the time the Company gave gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The . Notwithstanding the foregoing, the Company shall have the right to select the managing underwriter for any underwritten offering requested not be required, pursuant to this Section 2.2, subject to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(b)(1) under the approval Securities Act or any successor rule or regulation of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheldCommission issued under such Act.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), and a Registration Statement covering shares to be sold solely for the account of Other Holders) at any time and from time to timetime after the closing of the Initial Public Offering, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Notwithstanding the foregoing, the Company shall have the right to select the managing underwriter for any underwritten offering requested not be required, pursuant to this Section 2.2, subject to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(k) under the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheldSecurities Act.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders the Investor of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, the Investor given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders the Investor 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 such requestthe request of the Investor; provided that the Company shall have the right to postpone or withdraw any registration effected initiated pursuant to this Section 2.2 2.1 without obligation to any Stockholderthe Investor. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a2.1(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders Investor as a part of the written notice given pursuant to Section 2.2(a2.1(a). In such event, (i) the right of any Stockholder the Investor to include its Registrable Shares in such registration pursuant to this Section 2.2 2.1 shall be conditioned upon such Stockholder's the Investor’s participation in such underwriting on the terms set forth herein. All Stockholders proposing herein and (ii) the Investor, if it desires to distribute their securities through include Registrable Shares in such underwriting registration, shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in upon customary form terms with the underwriter or underwriters selected for the underwriting by the Company; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Investor materially greater than the obligations of the Investor pursuant to Section 2.4. Notwithstanding If the Investor disapproves of the terms of the underwriting, it may elect, subject to the terms of any other provision of this Section 2.2power-of-attorney and/or custody arrangements it may have entered into, if by written notice to the Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, advises the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and writing that marketing factors require a limitation on the number of shares that are entitled to be included in underwritten, then (x) first the registration and underwriting shall be allocated in the following manner: the shares held by holders of securities of the Company held by officers and directors of the Company (other than Registrable Sharesthe Investor, Sky and the Other Individual Holder (but not including the Company) shall be excluded from such registration Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, and (y) if a further limitation on reduction of the number of shares is required, the number shall be so reduced (A) first by reducing the number of shares to be included by the Investor and the Other Individual Holder, such reduction to be made in such proportions between them so that they are each able to include shares in the Registration Statement pro rata in accordance with the number of Registrable Shares then held by each of them, and (b) second, if a further reduction is required, by reducing the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationSky. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever At any time until the time at which Stockholders may sell publicly all Registrable Shares owned by such Stockholders without registration under the Securities Act, each time that the Company proposes to file register shares of its Common Stock under the Securities Act for cash pursuant to either an underwritten public offering, broker-dealer transactions, or a Registration Statement combination of the foregoing (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offeringa dividend reinvestment, employee benefit, stock option or similar plan, an offering of rights, warrants or securities directly or indirectly convertible into or exchangeable or exercisable for Common Stock or as registration solely for the account of the Company pursuant to Rule 415 under the Securities Act or a registration of shares on Form S-8 or S-4 or any other form not generally available for the registration of securities for sale to the public), the Company shall give written notice to Xxxxxx Xxxx, as the representative of the Stockholders (the "Representative"), of its intention to do so. Upon receipt of such notice, the Representative may give the Company a written request to register all or some of such Stockholders' Registrable Shares in the registration described in the written notice from the Company as set forth in the foregoing sentence, provided that such written request is given within seven (7) days after any such notice has been given by the Company (with such request stating (i) the amount of Registrable Shares to be included and (ii) any other information reasonably requested by the Company to properly effect the registration of such Registrable Shares). Subject to Sections 2(b) and 4(c), upon receipt of such request, if the registration form proposed to be used by the Company may also be used to register Registrable Shares for distribution by such Selling Stockholders, the Company will use its reasonable best efforts to promptly cause all such Registrable Shares requested to be included in such registration to be so included (in accordance with the methods of distribution set forth in the Company's notice of intended registration). (b) If the proposed method of distribution is a firm commitment underwritten public offering and the managing underwriter thereof determines in good faith that the inclusion of such Registrable Shares would materially adversely affect the offering, the number of Registrable Shares to be offered for the accounts of the Selling Stockholders shall be reduced or limited in proportion to the number of Registrable Shares owned by all such Selling Stockholders to the extent necessary to reduce the total number of shares to be included in such offering to the amount recommended by such managing underwriter; provided, that if securities are being offered for the account of other persons or entities (other than, or in addition to, the Company), such reduction shall be made pro rata from the securities intended to be offered by such other persons (regardless of whether such other persons acquire or have acquired their shares of Common Stock before, on or after the date hereof) and the Selling Stockholders and subject to the registration rights of those persons set forth on Schedule I hereto, but no such reduction shall be made from the securities to be offered for the account of the Company. (c) The Company's obligations under this Section 2 shall apply to a registration to be effected for Common Stock to be sold for the account of the Company as well as a registration statement which includes Common Stock to be offered for the account of other holders of Common Stock. (d) The Company may at any time and from time to time, it willwithout the consent of any Stockholder, prior to such filingdelay, give written notice to all Stockholders of its intention to do so; providedsuspend, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicable), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders 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 such request; provided that the Company shall have the right to postpone abandon or withdraw any registration effected Registration Statement described in Section 2(a) and any related proposed or actual offering or other distribution in which any Stockholder has requested inclusion of such Stockholder's Registrable Shares pursuant to this Section 2.2 without obligation to any Stockholder2. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement for the public offer and sale of the Company's equity securities (other than including pursuant to Section 2.l(a), to the extent required or permitted by Section 2.1(c), but excluding a Registration Statement filed pursuant to Section 2.1 or in connection with its for the Company's Initial Public Offering)Offering and a Registration Statement on Form S-4, S-8 or any similar or successor form) at any time and from time to timetxxx, it xx will, prior to such filing, give written notice to all Stockholders Major Investors of its intention to do so; provided, however, that no such which notice need be given if no Registrable Shares are shall set forth the manner of distribution of the equity securities to be included therein as a result of a determination of the managing underwriter offered and sold pursuant to Section 2.2(b)such Registration Statement. Upon the written request of a Stockholder Major Investor or Stockholders, Major Investors given within 20 thirty (30) days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicable)notice, the Company shall use its reasonable best commercial efforts to cause all Registrable Shares which the Company has been requested by such Stockholder Major Investor or Stockholders Major Investors 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 Company's notice to such requestMajor Investor or Major Investors; 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 StockholderMajor Investor. (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 Stockholders Major Investors as a part of the their written notice given made pursuant to Section 2.2(a). In such event, , (i) the right of any Stockholder Major Investor to include his, her or its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such StockholderMajor Investor's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through (ii) all Major Investors including Registrable Shares in such underwriting) registration shall enter into an underwriting agreement in upon customary form terms with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding If any other provision Major Investor who has requested inclusion of this Section 2.2his, if her or its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Major Investor 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 determines that the inclusion of all shares requested to be registered would adversely affect the offering, advises the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and writing that market factors require a limitation on the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities underwritten, all of the Company shares held by officers and holders other than the Major Investors, including any officers, directors or employees of the Company (other than Registrable Shares) Company, shall first be excluded from such registration Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on reduction of the number of shares is required, the number of shares that may be included in such registration the Registration Statement and underwriting shall be allocated among all Stockholders and Other Holders Major Investors requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (Registrable Shares held by them on an as-converted basis) which they held at the time date the Company gave gives the notice specified in Section 2.2(a); provided that, except for a Registration Statement for the Company's Initial Public Offering, the number of Registrable Shares permitted to be included therein shall in no event be less than 25% of the total number of shares of Common Stock included in such underwriting. If any Common Stockholder or Other Holder would thus be entitled to include more securities shares than such holder requested to be registered, the excess shall be allocated among other requesting Common Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file request the effectiveness of a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), 2.1) at any time and from time to time, it will, prior to such filingeffectiveness, give written notice to all Stockholders of its intention to do so; provided, however, that (i) no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b) and (ii) no such notice need be given to any Stockholder with respect to Registrable Shares that (A) can be sold pursuant to Rule 144(k) under the Securities Act and (B) no longer bear a restrictive legend on the certificate evidencing such Shares (however, in the case of clause (ii) the Company shall provide notice to the Purchasers). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. , Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (holders other than Registrable Shares) Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a)) except to the extent that the Company is obligated under any contractual provision existing on the date hereof to allocate such shares first to Other Holders. If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Notwithstanding the foregoing, the Company shall have the right to select the managing underwriter for any underwritten offering requested not be required, pursuant to this Section 2.2, subject to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(k) under the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheldSecurities Act.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 2.1, a Registration Statement covering shares to be sold solely for the account of Other Holders, or in connection with its Initial Public Offering)a Registration Statement on Form X-0, Xxxx X-0 or any successor form thereto) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a) or (b). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (holders other than Registrable Shares) Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.converted

Incidental Registration. (a) Whenever the Company proposes or is required to file a Registration Statement (other than a the Shelf Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering)Statement) covering shares of Common Stock, at any time and from time to time, whether or not for its own account or the account of Other Holders, and the Shelf Registration Statement shall either not have been filed when required pursuant to Section 2.1 or shall not have become effective within 90 days after such filing, it will, prior to such filing, give written notice to all Stockholders Shareholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder Shareholder or Stockholders, Shareholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder Shareholder or Stockholders Shareholders 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 requestShareholder or Shareholders; 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 StockholderShareholder. (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 Stockholders Shareholders as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the right of any Stockholder Shareholder to include its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such StockholderShareholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through herein and (ii) all Shareholders including Registrable Shares in such underwriting registration shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in upon customary form terms with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding If any other provision Shareholder who has requested inclusion of this Section 2.2its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, if such person may elect, by written notice to the Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, advises the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and writing that marketing factors require a limitation on the number of shares that are entitled to be included in underwritten, the registration and underwriting shall be allocated in the following manner: the securities of the Company shares held by officers and directors of the Company (holders other than Registrable Shares) Shareholders and Other Holders shall be excluded from such registration Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on reduction of the number of shares is required, the number of shares that may be included in such registration Registration Statement and underwriting shall be allocated among all Stockholders Shareholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (held by them on an as-converted basis) which they held at the time date the Company gave gives the notice specified in Section 2.2(a2.1(a). If any Stockholder Shareholder or Other Holder would thus be entitled to include more securities shares than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders Shareholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Notwithstanding the foregoing, the Company shall have the right to select the managing underwriter for any underwritten offering requested not be required, pursuant to this Section 2.2, subject to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(k) under the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheldSecurities Act.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement covering shares of Common Stock (other than a Special Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), Statement) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of written notice from the managing underwriter pursuant to Section 2.2(b). Upon the written request of a any Stockholder or Stockholders, given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the right of any Stockholder to include its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Stockholder's ’s participation in such underwriting on the terms set forth herein. All thereof and (ii) all Stockholders proposing to distribute their securities through including Registrable Shares in such underwriting registration shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in upon customary form terms with the underwriter or underwriters selected for the underwriting by the Board of Directors of the Company. Notwithstanding If any other provision Stockholder who has requested inclusion of this Section 2.2its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, if such person may elect, by written notice to the Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, advises the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares writing that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if marketing factors require a further limitation on the number of shares is requiredto be underwritten, the Company and its underwriters shall allocate the number of shares that Registrable Shares requested to be registered by each of the holders thereof as follows: (i) first, to the Company; (ii) second, to the Purchasers who have elected to participate in such offering, pro rata according to the number of Registrable Shares held by each such Purchaser; (iii) third, to the Common Stockholders who have elected to participate in such offering, pro rata according to the number of Registrable Shares held by each such Common Stockholder, (iv) fourth, to the other holders of Registrable Shares (other than the Purchasers and Common Stockholders) who have elected to participate in such offering, pro rata according to the number of Registrable Shares held by each such holder; and (v) thereafter, to the extent additional securities may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicableoffering, to any other holders of Company securities other than Registrable Shares; provided, however, that no such reduction shall reduce the respective number amount of securities of the Purchasers included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Initial Public Offering and such registration does not include shares of Common Stock (on an as-converted basis) any other selling stockholders, in which they held at event any or all of the time Registrable Shares of the Company gave Purchasers may be excluded in accordance with the notice specified in Section 2.2(a)immediately preceding clause. If any Stockholder or Other Holder would thus be entitled to include more securities shares than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company Buyer proposes to file with the Securities and Exchange Commission ("SEC") a registration statement (a "Registration Statement") (including for this purpose a Registration Statement effected by Buyer for stockholders other than the Company Stockholders) covering shares of Buyer Common Stock (other than a Registration Statement filed pursuant to Section 2.1 the Buyer's initial public offering of Buyer Common Stock and filings on Forms S-4 or in connection with its Initial Public Offering)S-8, or any successor forms thereto) at any time and from time to time, it will, prior to such filing, give written notice to all Company Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder one or Stockholders, more Company Stockholders given within 20 days after the Company Buyer provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicable)notice, the Company Buyer shall use its reasonable best efforts Reasonable Best Efforts to cause all Registrable Merger Shares which the Company Buyer has been requested by such Company Stockholder or 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 such requestAct; provided that the Company Buyer shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 7.1 without obligation to any Company Stockholder. (b) If the registration for which the Company Buyer gives notice pursuant to Section 2.2(a7.1(a) is a registered public offering involving an underwriting, the Company Buyer shall so advise the Company Stockholders as a part of the written notice given pursuant to Section 2.2(a7.1(a). In such event, the right of any Company Stockholder to include his, her or its Registrable Merger Shares in such registration pursuant to Section 2.2 7.1 shall be conditioned upon such Company Stockholder's participation in such underwriting on the terms set forth herein. All Company Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the CompanyBuyer; provided, however, that if other stockholders of Buyer have the right to select such underwriter(s), then such underwriter(s) shall be selected for the underwriting by such other stockholders of Buyer and such Company Stockholders proposing to distribute their securities through such underwriting. Notwithstanding any other provision of this Section 2.27.1, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company Buyer may limit (to zero) the number of Registrable Merger Shares to be included in the registration and underwriting. The Company Buyer shall so advise all holders of Registrable Merger Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the . The number of shares that may be included in such registration and underwriting shall be allocated among all Company Stockholders and Other Holders other holders of registration rights requesting registration in proportion, as nearly as practicable, to the respective number of shares of Buyer Common Stock (on an as-converted basis) which they held at the time the Company gave Buyer gives the notice specified in Section 2.2(a7.1(a). If any Company Stockholder or Other Holder other holder of registration rights would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Company Stockholders and Other Holders other holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Merger Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the CompanyBuyer, and any Registrable Merger Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, howeverthat, that no to the extent relevant, such notice need be given if no Registrable Shares are to be included therein as a result of a shall describe any determination of the managing underwriter pursuant to Section 2.2(b2(b). Upon the written request of a Stockholder or Stockholders, Stockholder(s) holding Common Stock representing at least 25% of the Registrable Shares then held by all Stockholders given within 20 twenty (20) days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common StockShares), as applicable)but subject to any determination of a managing underwriter pursuant to Section 2(b) below, the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 2 without obligation to any Stockholder. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) 2 is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a)2. In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.22, if the managing underwriter determines in writing that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) Registrable Shares which they held at the time the Company gave gives the notice specified in Section 2.2(a)2. If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.. 132 (c) The Notwithstanding the foregoing, the Company shall have the right to select the managing underwriter for any underwritten offering requested not be required, pursuant to this Section 2.22, subject to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(k) under the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheldSecurities Act.

Incidental Registration. (a1) Whenever the Company proposes to file a Registration Statement on Form S-3 (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its the Initial Public Offering), at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, howeverPROVIDED, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 10 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (b2) If the registration for which the Company gives notice pursuant to Section 2.2(a) is of a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors of the Company distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever If, on or before the Company third anniversary of the Effective Date, the Buyer proposes to file a Registration Statement registration statement with respect to any class of its equity securities, (other than a Registration Statement filed pursuant to Section 2.1 7.1 or in connection with its Initial Public Offeringa registration statement covering shares to be sold solely for the account of Other Holders), at any time and from time to time, it will, prior to such filing, give written notice to all Company Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b7.3(b). Upon the written request of a Company Stockholder or Stockholders, Company Stockholders given within 20 days after the Company Buyer provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableshares), the Company Buyer shall use its reasonable best efforts to cause all Registrable Merger Shares which the Company Buyer has been requested by such Company Stockholder or Company 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 requestCompany Stockholder or Company Stockholders; provided that the Company Buyer shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 7.3 without obligation to any Company Stockholder. (b) If the registration for which the Company Buyer gives notice pursuant to Section 2.2(a7.3(a) is a registered public offering involving an underwriting, the Company Buyer shall so advise the Company Stockholders as a part of the written notice given pursuant to Section 2.2(a7.3(a). In such event, the right of any Company Stockholder to include its Registrable Merger Shares in such registration pursuant to Section 2.2 7.3 shall be conditioned upon such Company Stockholder's participation in such underwriting on the terms set forth herein. All Company Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the CompanyBuyer. Notwithstanding any other provision of this Section 2.27.3, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company Buyer may limit (to zero) the number of Registrable Shares shares to be included in the registration and underwritingunderwriting to not less than 50% of the total number of securities to be included in the offering. The Company Buyer shall so advise all holders of Registrable Shares shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company Buyer held by officers and directors of the Company (holders other than Registrable Shares) Company Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Company Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Buyer Common Stock (on an as-converted basis) which they held at the time the Company gave Buyer gives the notice specified in Section 2.2(a7.3(a). If any Company Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Company Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the CompanyBuyer, and any Registrable Shares shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), a Registration Statement covering shares to be sold solely for the account of Other Holders) at any time and from time to timetime after the closing of the Qualified Initial Public Offering of the Company, it will, prior to such filing, give written notice to all Stockholders and Nortel Networks holding Registrable Shares of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder Stockholder, Stockholders or Stockholders, Nortel Networks given within 20 twenty (20) calendar days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common StockShares), except as applicableset forth in Section 2.2(b), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder Stockholder, Stockholders or Stockholders Nortel Networks 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 included in such requestregistration; provided provided, that the Company shall have the right to delay, postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder, Nortel Networks or other party; provided, further; that in such event a Stockholder or Nortel Networks may request a registration in accordance with Section 2.1, subject to the limitations set forth therein. (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 Stockholders and Nortel Networks as a part of the written notice given pursuant to Section 2.2(a). In , and, in such event, the : (i) The right of any Stockholder and Nortel Networks to include its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Stockholder's or Nortel Networks' participation in such underwriting on the terms set forth herein. underwriting. (ii) All Stockholders and Nortel Networks proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, Holders and any officers or directors distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. . (iii) Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The If the underwriter so determines, the Company shall so advise all holders of Registrable Shares Stockholders requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders Stockholders, Nortel Networks and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a), provided, however, that the number of shares held by Stockholders or Nortel Networks that may be included in such registration and underwriting may not be reduced below thirty percent (30%) of any registration and underwriting after the Qualified Initial Public Offering of the Company. If any Stockholder Stockholder, Nortel Networks or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders Stockholders, Nortel Networks and Other Holders pro rata in the manner described in the preceding sentence. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriter(s) may round the number of shares allocated to any person to the nearest 100 shares. (iv) If any holder of Registrable Shares or any Stockholder, Nortel Networks, officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Notwithstanding the foregoing, the Company shall have not be required, pursuant to this Section 2.2, to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(k) under the right to select Securities Act; provided, however, that nothing in this clause (c) shall relieve the managing underwriter for any underwritten offering requested Company of its obligations pursuant to Section 2.2, subject with respect to any holder of Registrable Shares or any of its Affiliates, if such holder or any of its Affiliates shall hold, in the approval aggregate, five percent (5%) or more of the holders of 662/3% outstanding equity securities of the Registrable Shares, which approval will not be unreasonably withheldCompany.

Incidental Registration. (a) Whenever During the period from 180 days following the Initial Public Offering to five (5) years following the Triggering Public Offering, whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering2.1), at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders, subject to Section 2.2(b) below; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (holders other than Registrable Shares) Shares held by Stockholders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, ; and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) Registrable Shares which they held at the time the Company gave gives the notice specified in Section 2.2(a), provided that the number of Registrable Shares permitted to be included therein shall in any event be at least fifty percent (50%) of the securities included therein (based on aggregate market values). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, officer or director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than in connection with the Initial Public Offering but in the case of Stockholders, other than a Registration Statement filed pursuant to Section 2.1 or 2.1, but in connection with its Initial Public Offeringthe case of the Founders, including a Registration Statement filed pursuant to Section 2.1), at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders and Founders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, or Founder or Founders, given within 20 twenty (20) days after the Company provides such notice (which request shall state the intended method of disposition of such the Registrable Shares or or, in the case of Founders, Common Stock, as applicablerequested to be registered), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register, and all of the shares of Common Stock that Founder or Founders have requested that the Company register (together with any other shares of Common Stock issued in respect of the shares requested to be included by the Founders (because of stock dividends, splits, reclassifications, recapitalizations or similar events occurring after the date of this Agreement) the “Founder Registrable Shares”) 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 such request; 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 StockholderStockholder or Founder. (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 Stockholders and Founders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares or Founder to include its Founder Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's ’s or Founder’s participation in such underwriting on the terms set forth herein. All Stockholders and Founders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares and Founder Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares and Founder Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares and Founder Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required the other securities held by officers and directors of the Company (including Registrable Shares and Founder Registrable Shares), shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting (other than shares to be sold by the Company) shall be allocated among all Stockholders Stockholders, Founders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a) (excluding from calculation any securities excluded from such registrations as set forth above in this sentence, provided that, if any shares are to be sold in such offering other than on behalf of the Company, then the total number of Registrable Shares permitted to be included therein shall in any event be at least fifty percent (50%) of the securities included therein (based on aggregate market values). If any Stockholder Stockholder, Founders or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders Stockholders, Founders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or Founder Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or Founder Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. For the avoidance of doubt, no shares to be offered on behalf of the Company shall be required to be excluded from such Registration Statement and underwriting unless all shares held by holders of securities of the Company (including Stockholders, Founders and Other Holders) have been excluded from such Registration Statement and underwriting. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% a majority of the Registrable Shares, which approval will not be unreasonably withheldwithheld or delayed.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement on Form S-3 (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its the Initial Public Offering), at any time and from time to time, it will, prior to such filing, give written notice to all the Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, the Stockholders given within 20 10 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or the 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 such requestthe request of the Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 2.1 without obligation to any Stockholderthe Stockholders. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a2.1(a) is of a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a2.1(a). In such event, the right of any Stockholder the Stockholders to include its the Registrable Shares in such registration pursuant to Section 2.2 2.1 shall be conditioned upon such Stockholder's the Stockholders' participation in such underwriting on the terms set forth herein. All The Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, Holders and any officers or directors of the Company distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.22.1, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares the Stockholders requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all the Stockholders and the Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a2.1(a). If the Stockholders or any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and the Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering3.1), at any time and from time to time, it will, prior to such filing, give written notice to all Preferred Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Preferred Stockholder or Stockholders, Preferred Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicable)notice, the Company shall use its reasonable best efforts to cause include in such registration all Registrable Shares which the Company has been requested by such Preferred Stockholder or Preferred Stockholders 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 such requestso include; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 3.2 without obligation to any Preferred Stockholder. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a3.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Preferred Stockholders as a part of the written notice given pursuant to Section 2.2(a3.2(a). In such event, (i) the right of any Preferred Stockholder to include its Registrable Shares in such registration pursuant to this Section 2.2 3.2 shall be conditioned upon such Preferred Stockholder's ’s participation in such underwriting on the terms set forth herein. All herein and (ii) all Preferred Stockholders proposing to distribute their securities through including Registrable Shares in such underwriting registration shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in upon customary form terms with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.the

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter; and, if a further limitation on the number of shares is required, the Registrable Shares held by the Founders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter; and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders (other than the Founders) and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Notwithstanding the foregoing, the Company shall have the right to select the managing underwriter for any underwritten offering requested not be required, pursuant to this Section 2.2, subject to include any Registrable Shares in a Registration Statement (other than in the approval of Initial Public Offering) if such Registrable Shares can then be sold pursuant to Rule 144(k) under the holders of 662/3Securities Act and represent less than 1% of the Registrable Shares, which approval will not be unreasonably withheldthen outstanding shares of Common Stock.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), 2) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders the Stockholder of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a the Stockholder or Stockholders, given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such the Stockholder or 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 such requestthe request of the Stockholder; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 3 without obligation to any the Stockholder. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a3(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders Stockholder as a part of the written notice given pursuant to Section 2.2(a3(a). In such event, the right of any the Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 3 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing If the Stockholder proposes to distribute their securities Registrable Shares through such underwriting underwriting, it shall (together with the Company, Other Holders, Company and any officers or directors Other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.23, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, the Stockholder and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (stockholders other than Registrable Shares) Other Holders shall first be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, underwriter and, if a all such shares have been excluded and further limitation on of the number of shares is required, the number of shares that may be included in such registration and underwriting shall then be allocated among all Stockholders the Stockholder and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a3(a). If any the Stockholder or any such Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders the Stockholder and such Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares the Stockholder or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or and a Registration Statement covering shares to be sold solely for the account of Other Holders in connection with its Initial Public Offeringwhich the Company is contractually prohibited from including Registrable Shares), at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, provided that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 10 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Company and Other Holders, and any officers or directors Holders distributing their securities through such underwriting) ), enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company as follows: (other than Registrable Sharesi) first, there shall be excluded from such registration and underwriting included any shares proposed to the extent deemed advisable be sold by the managing underwriterCompany; (ii) second, and, if a further limitation on the number of there shall be included any shares is required, the number of shares that may permitted to be included in such the registration pursuant to Section 3(b) of the Amended and underwriting Restated Registration Rights Agreement, dated as of February 20, 1998, as amended, among the Company, America Online, Inc., Digital City Inc., and Banyan; (iii) third, there shall be allocated among all included in the registration any shares permitted to be included pursuant to Section 2(b) of the Registration Rights Agreement dated as of December 31, 1997 between the Company and Continuum Software, Inc.; (iv) fourth, there shall be included in the registration any shares permitted to be included pursuant to Section 3(b) of the Amended and Restated Registration Rights Agreement dated as of May 3, 1999 between the Company and Banyan; (v) fifth, there shall be included in the registration any shares permitted to be included pursuant to Section 2(b) of the Registration Rights Agreement dated as of June 30, 1999 between the Company and CBS Corporation; and (vi) sixth, except as otherwise required in any contract to which the Company is a party, there shall be included in the registration any shares requested to be included by the Stockholders and any Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.clause

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement covering shares of Common Stock (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders Purchasers of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of written notice from the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder Purchaser or Stockholders, Purchasers given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder Purchaser or Stockholders Purchasers 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 requestPurchaser or Purchasers; 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 StockholderPurchaser. (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 Stockholders Purchasers as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the right of any Stockholder Purchaser to include its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Stockholder's Purchaser’s participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through herein and (ii) all Purchasers including Registrable Shares in such underwriting registration shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in upon customary form terms with the underwriter or underwriters selected for the underwriting by the Company provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Purchasers materially greater than the obligations of the Purchasers pursuant to Section 2.5. If any Purchaser who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its shares from such Registration Statement and underwriting. Notwithstanding any other provision of this Section 2.2, if If the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, advises the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and writing that marketing factors require a limitation on the number of shares that are entitled to be included in underwritten, the registration and underwriting shall be allocated in the following manner: the securities of the Company shares held by officers and directors of the Company (holders other than Registrable Shares) Purchasers and Other Holders shall be excluded from such registration Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on reduction of the number of shares is required, the number of shares that may be included in such registration Registration Statement and underwriting shall be allocated among all Stockholders Purchasers and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at by them on the time date the Company gave gives the notice specified in Section 2.2(a). If any Stockholder Purchaser or Other Holder would thus be entitled to include more securities shares than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders Purchasers and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a1) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), 2) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders the Stockholder of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a the Stockholder or Stockholders, given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such the Stockholder or 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 such requestthe request of the Stockholder; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 3 without obligation to any the Stockholder. (b2) If the registration for which the Company gives notice pursuant to Section 2.2(a3(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders Stockholder as a part of the written notice given pursuant to Section 2.2(a3(a). In such event, the right of any the Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 3 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing If the Stockholder proposes to distribute their securities Registrable Shares through such underwriting underwriting, it shall (together with the Company, Other Holders, Company and any officers or directors Other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.23, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, the Stockholder and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (stockholders other than Registrable Shares) Other Holders shall first be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, underwriter and, if a all such shares have been excluded and further limitation on of the number of shares is required, the number of shares that may be included in such registration and underwriting shall then be allocated among all Stockholders the Stockholder and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a3(a). If any the Stockholder or any such Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders the Stockholder and such Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares the Stockholder or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement covering shares of Common Stock (other than a Registration Statement filed pursuant to Section 2.1 and a Registration Statement covering shares to be sold solely for the account of Other Holders, which shares were acquired pursuant to either (i) an acquisition of a company of which they were formerly stockholders, (ii) a "private placement" under the Securities Act or in connection with its Initial Public Offering), (iii) Rule 144A under the Securities Act) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of written notice from the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 twenty (20) business days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its commercially reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the right of any Stockholder to include its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All herein and (ii) all Stockholders proposing to distribute their securities through including Registrable Shares in such underwriting registration shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in upon customary form terms with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding If any other provision Stockholder who has requested inclusion of this Section 2.2its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, if such person may elect, by written notice to the Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, advises the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and writing that marketing factors require a limitation on the number of shares that are entitled to be included in underwritten, (i) the registration and underwriting shall be allocated in the following manner: the shares held by holders of securities of the Company held by officers and directors of the Company (other than Registrable Shares) Stockholders and Other Holders shall be excluded from such registration Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, (ii) if a further limitation on reduction of the number of shares is required, the number of secondary shares that may be included in such registration Registration Statement and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (held by them on an as-converted basis) which they held at the time date the Company gave gives the notice specified in Section 2.2(a) (except to the extent the Company is obligated by the terms of a registration rights agreement as in effect as of the date hereof with any Other Holder to permit such Other Holder to include a greater number of such Other Holder's shares, in which case such Other Holder(s) shall be permitted to include such number of shares as is required pursuant to such other registration rights agreement, and the remaining secondary shares permitted to be sold shall be allocated pro rata among the Stockholders and remaining Other Holders), and (iii) if a further reduction of the number of shares is required, only shares to be sold by the Company shall be included in such registration. If any Stockholder or Other Holder would thus be entitled to include more securities shares than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationabove. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the If Company at any time proposes to file on ----------------------- its behalf and/or on behalf of any of its security holders (the "Demanding Security Holders") a Registration Statement under the Securities Act on any form (other than a Registration Statement filed on Form S-4 or S-8 or any successor form for securities to be offered in a trans action of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to Section 2.1 or in connection with its Initial Public Offering)any employee benefit plan, at any time and from time to timerespectively) for the registration of securities, it will, prior to such filing, will give written notice to all Stockholders Holders at least 30 days before the initial filing with the Commission of its intention to do so; providedsuch Registration Statement, however, that no such which notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, given within 20 days after the Company provides such notice (which request shall state 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 the aggregate number of shares of Registrable Securities as such Holders may request.Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 Business Days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Shares or Common StockSecurities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, as applicable)subject to the next sentence, the Company and shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to be registered effect registration 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 such request; 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 Stockholder. (b) shares. 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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offeringa proposed public offering shall advise Company in writing that, in its opinion, the Company may limit (to zero) distribution of the number of Registrable Shares Securities requested to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: concurrently with the securities being registered by Company, the other security holders of the Company held or such Demanding Security Holder would materially and adversely affect the distribution of such securities by officers and directors Company, the other security holders of the Company or such Demanding Security Holder, then all selling security holders (other than Registrable Sharesincluding the Holder who initially requested such registration) shall be excluded from reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom borne by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever If the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering)shall, at any time and from time to timetime after the Initial Public Offering, it willpropose an underwritten offering for cash of any Securities, prior whether pursuant to such filinga registration statement under the Act or otherwise, the Company shall give written notice as promptly as practicable of such proposed registration or offering to all the Stockholders and shall use its best efforts to include in such offering and, if such offering is pursuant to a registration statement under the Act, in such registration, any of its intention to do sothe same class of such Securities held by a Stockholder as a Stockholder shall request within 20 calendar days after the giving of such notice, upon the same terms (including the method of distribution) as such offering; provided, however, that no (i) the Company shall not be required to give such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter or include any such Securities in any offering pursuant to Section 2.2(b). Upon a registration statement filed on Form S-8 or Form S-4 (or such other form or forms as shall be prescribed under the written request Act for the same purposes as such forms) or any registration statement for a dividend reinvestment or employee stock purchase plan and (ii) the Company may at any time prior to the effectiveness of any such registration statement or commencement of any such offering not pursuant to a registration statement, in its sole discretion and without the consent of Stockholders, abandon the proposed offering in which a Stockholder or Stockholders, given within 20 days after had requested to participate. Notwithstanding the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicable)foregoing, the Company shall use its reasonable best efforts not be obligated to cause all Registrable Shares which include such Securities in such offering if the Company has been requested is advised in writing by its managing underwriter or underwriters (with a copy to each requesting Stockholder within 5 days after the delivery of any such request pursuant to this paragraph (e) that such offering would in its or their opinion be materially adversely affected by such Stockholder or Stockholders 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 such requestinclusion; provided provided, however, that the Company shall have the right to postpone or withdraw in any registration effected pursuant to this Section 2.2 without obligation to any Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder case be obligated to include its Registrable Shares such number or amount of Securities in such registration pursuant to Section 2.2 shall be conditioned upon offering as such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would shall determine will not materially adversely affect the such offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), and a Registration Statement covering shares to be sold solely for the account of Other Holders) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (holders other than Registrable Shares) Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Notwithstanding the foregoing, the Company shall have the right to select the managing underwriter for any underwritten offering requested not be required, pursuant to this Section 2.2, subject to include any Registrable Shares in a Registration Statement (other than in the approval of Initial Public Offering) if such Registrable Shares can then be sold pursuant to Rule 144(k) under the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheldSecurities Act.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders and all Management Stockholders of its intention to do so; providedso and, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon upon the written request of a Stockholder or Stockholders, and/or a Management Stockholder or Management Stockholders, given within 20 30 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders Stockholders, or Management Stockholder 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 requestStockholder or Stockholders, or Management Stockholder or Management Stockholders; provided provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 2 without obligation to any Stockholder or Management Stockholder. (b) If the In connection with any registration for which the Company gives notice pursuant to under this Section 2.2(a) is a registered public offering 2 involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder not be required to include its any Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on unless the holders thereof accept the terms set forth herein. All Stockholders proposing to distribute their securities through such of the underwriting shall (together with as agreed upon between the Company, Other Holders, Company and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for by it. If in the underwriting by the Company. Notwithstanding any other provision opinion of this Section 2.2, if the managing underwriter determines that the inclusion it is desirable because of all shares requested marketing factors to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The offering, then the Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled be required to be included include in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the only that number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheldif any, THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT SILVERSTREAM SOFTWARE, INC.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or and a Registration Statement covering shares to be sold solely for the account of Other Holders in connection with its Initial Public Offeringwhich the Company is contractually prohibited from including Registrable Shares), at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, howeverthat, that no such notice need be given if no Registrable Shares are to be -------- ---- included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 10 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; provided that 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Company and Other Holders, and any officers or directors Holders distributing their securities through such underwriting) ), enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company as follows: (other than Registrable Sharesi) first, there shall be excluded from such registration and underwriting included any shares proposed to the extent deemed advisable be sold by the managing underwriterCompany; (ii) second, and, if a further limitation on the number of there shall be included any shares is required, the number of shares that may permitted to be included in such the registration pursuant to Section 3(b) of the Amended and underwriting Restated Registration Rights Agreement, dated as of February 20, 1998, as amended, among the Company, America Online, Inc., Digital City Inc., and Banyan Systems Incorporated (now, ePresence, Inc.); (iii) third, there shall be allocated among all included in the registration any shares permitted to be included pursuant to Section 3(b) of the Amended and Restated Registration Rights Agreement dated as of May 3, 1999 between the Company and AOL; (iv) fourth, there shall be included in the registration any shares permitted to be included pursuant to Section 2(b) of the Registration Rights Agreement dated as of June 30, 1999 between the Company and CBS Corporation; (v) fifth, there shall be included in the registration any shares permitted to be included pursuant to Section 2.2(b) of the Registration Rights Agreement dated as of March 7, 2000 between the Company and Banyan Systems Incorporated (now, ePresence, Inc.); (vi) sixth, there shall be included in the registration any shares permitted to be included pursuant to Section 2(b) of the Registration Rights Agreement dated as of December 31, 1997 between the Company and Continuum Software Inc.; and (vii) seventh, except as otherwise required in any contract to which the Company is a party, there shall be included in the registration any shares requested to be included by the Stockholders and any Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in clause (vii) of the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), 2.1) at any time and from time to time, it will, will at least 30 days prior to such filing, give written notice to all Stockholders Holder of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Holder given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders 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 requestHolder; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to Holder. If Holder decides not to include all its Registrable Shares in any StockholderRegistration Statement thereafter filed by the Company under this Section 2.2, such Holder shall nevertheless continue to have the right to include any Registrable Shares in any subsequent Registration Statement(s) as may be filed by the Company with respect to the offerings of its securities, all upon the terms and conditions set forth herein. (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 Stockholders Holder as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder Holder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such StockholderHolder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.forth

Incidental Registration. (a) Whenever At any time until the time at which Stockholders may sell publicly all Registrable Shares owned by such Stockholders without registration under the Securities Act, each time that the Company proposes to file register shares of its Common Stock under the Securities Act for cash pursuant to either an underwritten public offering, broker-dealer transactions, or a Registration Statement combination of the foregoing (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offeringa dividend reinvestment, employee benefit, stock option or similar plan, an offering of rights, warrants or securities directly or indirectly convertible into or exchangeable or exercisable for Common Stock or as registration solely for the account of the Company pursuant to Rule 415 under the Securities Act or a registration of shares on Form S-8 or S-4 or any other form not generally available for the registration of securities for sale to the public), the Company shall give written notice to Xxxxxxx X. Xxxxx, as the representative of the Stockholders (the "Representative"), of its intention to do so. Upon receipt of such notice, the Representative may give the Company a written request to register all or some of such Stockholders' Registrable Shares in the registration described in the written notice from the Company as set forth in the foregoing sentence, provided that such written request is given within twenty (20) days after any such notice has been given by the Company (with such request stating (i) the amount of Registrable Shares to be included and (ii) any other information reasonably requested by the Company to properly effect the registration of such Registrable Shares). Subject to Sections 2(b) and 4(c), upon receipt of such request, if the registration form proposed to be used by the Company may also be used to register Registrable Shares for distribution by such Selling Stockholders, the Company will use its reasonable best efforts to promptly cause all such Registrable Shares requested to be included in such registration to be so included (in accordance with the methods of distribution set forth in the Company's notice of intended registration). (b) If the proposed method of distribution is a firm commitment underwritten public offering and the managing underwriter thereof determines in good faith that the inclusion of such Registrable Shares would materially adversely affect the offering, the number of Registrable Shares to be offered for the accounts of the Selling Stockholders shall be reduced or limited in proportion to the number of Registrable Shares owned by all such Selling Stockholders to the extent necessary to reduce the total number of shares to be included in such offering to the amount recommended by such managing underwriter; provided, that if securities are being offered for the account of other persons or entities (other than, or in addition to, the Company), such reduction shall be made pro rata from the securities intended to be offered by such other persons (regardless of whether such other persons acquire or have acquired their shares of Common Stock before, on or after the date hereof) and the Selling Stockholders and subject to the registration rights of those persons set forth on Schedule I hereto, but no such reduction shall be made from the securities to be offered for the account of the Company. (c) The Company's obligations under this Section 2 shall apply to a registration to be effected for Common Stock to be sold for the account of the Company as well as a registration statement which includes Common Stock to be offered for the account of other holders of Common Stock. (d) The Company may at any time and from time to time, it willwithout the consent of any Stockholder, prior to such filingdelay, give written notice to all Stockholders of its intention to do so; providedsuspend, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicable), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders 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 such request; provided that the Company shall have the right to postpone abandon or withdraw any registration effected Registration Statement described in Section 2(a) and any related proposed or actual offering or other distribution in which any Stockholder has requested inclusion of such Stockholder's Registrable Shares pursuant to this Section 2.2 without obligation to any Stockholder2. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, howeverPROVIDED, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicable)notice, the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (holders other than Registrable Shares) Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Notwithstanding the foregoing, the Company shall have the right to select the managing underwriter for any underwritten offering requested not be required, pursuant to this Section 2.2, subject to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(k) under the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheldSecurities Act.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering)If, at any time and or from time to time, it will, prior the Company shall determine to such filing, give written notice to all Stockholders register any of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableeither for its own account or for the account of a security holder or holders exercising their respective demand registration rights (other than any such registration relating to a Rule 145 or other business combination transaction, an offering solely to employees and/or directors or any other registration that is not appropriate for the registration of Registrable Securities), the Company shall use its reasonable best efforts will (i) promptly give to cause each Securityholder holding at least twenty-four percent (24%) of all Registrable Shares which the Company has been requested by Securities originally outstanding notice thereof, and (ii) include in such Stockholder or Stockholders to be registered registration (and any related qualification under the Securities Act to the extent necessary to permit their sale blue sky laws or other disposition in accordance with compliance), subject to Section 13.4(b) hereof, all the intended methods of distribution Registrable Securities specified in a request made by any such request; provided that Securityholder within ten (10) days after its receipt of such notice from the Company Company. Such registration shall have the right to postpone or withdraw any not constitute a demand registration effected pursuant to this described under Section 2.2 without obligation to any Stockholder13.2 hereof. (b) If the registration for which the Company gives notice pursuant to this Section 2.2(a) 13.4 hereof is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such eventunderwritten offering, the right of any Stockholder Securityholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such StockholderSecurityholder's participation in such underwriting on and the terms set forth inclusion of Registrable Securities in the underwriting to the extent provided herein. All Stockholders Securityholders proposing to distribute all or a portion of their securities Registrable Securities through such underwriting shall (together with the Company, Other Holders, Company and any officers or directors the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected that the Company selects for such underwriting, and shall provide to the underwriting by the CompanyCompany upon request such information as may be specified in such request. Notwithstanding any other provision of this Section 2.213.4, if the managing underwriter in its sole discretion determines that marketing factors require a limitation of the inclusion number or type of all shares requested securities to be registered would adversely affect the offeringunderwritten, the Company managing underwriter may limit (to zero) the number of Registrable Shares Securities to be included in such registration to the registration and underwritingextent that such managing underwriter in its sole discretion may deem necessary or appropriate (the "Maximum Offering Amount"). The Company shall so advise all holders of Registrable Shares requesting registration, Securityholders and the number other holders distributing their Company securities through such underwriting pursuant to piggyback or incidental registration rights similar to the rights of shares that are entitled to be included in the registration and underwriting Securityholders under this Section 13.4. The Maximum Offering Amount shall be allocated in the following manner: the securities of order: (i) first, to the Company held by officers and directors to all holders of Company securities having the Company right to include such securities in such registration (other than Registrable Shares) the Securityholders and those whose right to include Company securities is expressly pari passu with, or is expressly subordinated to, that of the Securityholders), who shall be excluded from entitled to participate in such registration offering in accordance with the relative priorities, if any, as shall exist among them; (ii) second, if and underwriting to the extent deemed advisable by that the managing underwritertotal number of Company securities that the Company and such holders of Company securities collectively wish to register is less than the Maximum Offering Amount, and, if a further limitation on then the Securityholders and all holders of Company securities whose right to include such securities in such registration is expressly pari passu with the right of the Securityholders shall be entitled to participate in the registration pro rata in accordance with the number of shares Registrable Securities and other Company securities held by each such Securityholder and other holders, respectively, as to the remainder, with a further pro rata allocation to the extent any such person has requested registration of fewer Registrable Securities or other Company securities, as applicable, than such person is requiredentitled to have registered; and (iii) third, if and to the extent that the total number of shares that may Company securities to be included in the offering following the allocations set forth in the two immediately-preceding sentences is less than the Maximum Offering Amount, then the holders of other Company securities whose right to include such securities in such registration and underwriting is expressly subordinated to that of the Securityholders shall be allocated among all Stockholders and Other Holders requesting registration entitled to participate in proportionsuch offering in accordance with the relative priorities, if any, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a)shall exist among them. If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder Securityholder disapproves of the terms of any such underwriting, such person it may elect to withdraw therefrom by written notice to the Company, Company and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationthe managing underwriter. (c) The Company shall have the right to select terminate or withdraw any registration under this Section 13.4 prior to the managing underwriter effectiveness of such registration whether or not any Securityholder has elected to include Registrable Securities in such registration. (d) A Securityholder may withdraw from participation in any incidental registration for any underwritten offering requested pursuant to Section 2.2, subject reason and at any time prior to the approval execution and delivery of the holders underwriting agreement, if any, relating to the registration. (e) The Company agrees that any incidental registration rights that the Company may grant after the date of 662/3% of this Agreement that are exercisable during the Registrable SharesExercise Period shall be either pari passu with, which approval will not be unreasonably withheldor subordinated to, the incidental registration rights granted under this Agreement.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering)2.1, at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, given within 20 twenty (20) days after the Company provides such notice (which request shall state the intended method of disposition of such the Registrable Shares or Common Stock, as applicablerequested to be registered), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 such request; 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 Stockholder. (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 Stockholders and Founders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's ’s participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required the other securities held by officers and directors of the Company (including Registrable Shares), shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting (other than shares to be sold by the Company) shall be allocated (i) first to Perceptive and North Bridge and (ii) second to the extent that the Maximum Number of Securities is not exceeded among all Stockholders and Other Holders requesting registration registration, in each case, in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a) (excluding from calculation any securities excluded from such registrations as set forth above in this sentence, provided that, if any shares are to be sold in such offering other than on behalf of the Company, then the total number of Registrable Shares permitted to be included therein shall in any event be at least fifty percent (50%) of the securities included therein (based on aggregate market values). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. For the avoidance of doubt, no shares to be offered on behalf of the Company shall be required to be excluded from such Registration Statement and underwriting unless all shares held by holders of securities of the Company (including Stockholders and Other Holders) have been excluded from such Registration Statement and underwriting. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% a majority of the Registrable Shares, which approval will not be unreasonably withheldwithheld or delayed.

Incidental Registration. (a) Whenever 4.1 Subject to Section 4.2, below, whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), 3) at any time and from time to time, it will, at least twenty (20) days prior to such filing, give written notice to all Stockholders of its intention to do so; providedso and, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon upon the written request of a Stockholder or Stockholders, Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which that the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 4 without obligation to any Stockholder. (b) If the registration for which the Company gives notice pursuant to 4.2 In connection with any offering under this Section 2.2(a) is a registered public offering 4 involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder not be required to include its any Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned underwriting unless the holders thereof accept the terms of the underwriting as agreed upon such Stockholder's participation between the Company and the underwriters selected by it, and then only in such underwriting on quantity as will not, in the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with opinion of the Companyunderwriters, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with jeopardize the underwriter or underwriters selected for success of the underwriting offering by the Company. Notwithstanding any other provision If, in the opinion of this Section 2.2the managing underwriter, the registration of all, or part of, the Registrable Shares that the Investors have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares held by the Investors, if any, that the managing underwriter believes may be sold without causing such adverse effect. If the managing underwriter determines that the inclusion marketing factors require such a limitation of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicablefollows: first, to the respective Company; second, to the Investors pro rata based on the total number of Registrable Shares held by the Investors; third, to the Founders; and fourth, to any other shareholder of the Company on a pro rata basis. No such reduction shall reduce the amount of Registrable Shares included in the offering below 35% of the total number of shares of Common Stock (on an as-converted basisgiving effect to the conversion into Common Stock of all securities convertible thereinto) included in the offering unless the offering is the Company's first underwritten public offering, in which they held at case the time amount of Registrable Shares included in the Company gave offering may be reduced to zero. In no event shall (i) any Founder include any of his Registrable Shares in the notice specified Offering or (ii) any other persons or entities other than the Company, the Stockholders or persons or entities holding registration rights pursuant to Section 11 hereof include Registrable Shares in Section 2.2(a)the Offering that would reduce the number of shares which may be included by the Investors without the written consent of Investors holding not less than 66 2/3% of the Registrable Shares proposed to be sold in the Offering. If any Stockholder or Other Holder holder would thus be entitled to include more securities shares than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders holders pro rata in the manner described in the preceding sentence. If any holder based upon their total ownership of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationShares. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the If Company at any time proposes to file ----------------------- on its behalf and/or on behalf of any of its security holders (the "Demanding Security Holders") a Registration Statement under the Securities Act on any form (other than a Registration Statement filed on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to Section 2.1 or in connection with its Initial Public Offering)any employee benefit plan, at any time and from time to timerespectively) for the registration of securities, it will, prior to such filing, will give written notice to all Stockholders Holders at least 30 days before the initial filing with the Commission of its intention to do so; providedsuch Registration Statement, however, that no such which notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, given within 20 days after the Company provides such notice (which request shall state 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 the aggregate number of shares of Registrable Securities as such Holders may request.Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 Business Days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Shares or Common StockSecurities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, as applicable)subject to the next sentence, the Company and shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to be registered effect registration 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 such request; 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 Stockholder. (b) shares. 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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offeringa proposed public offering shall advise Company in writing that, in its opinion, the Company may limit (to zero) distribution of the number of Registrable Shares Securities requested to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: concurrently with the securities being registered by Company, the other security holders of the Company held or such Demanding Security Holder would materially and adversely affect the distribution of such securities by officers and directors Company, the other security holders of the Company or such Demanding Security Holder, then all selling security holders (other than Registrable Sharesincluding the Holder who initially requested such registration) shall be excluded from reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom borne by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. After (ai) Whenever receipt by 24/7 of a written request from one or more parties to registration rights agreements to which 24/7 is a party on the Company date hereof ("Existing Holders"), requesting that 24/7 effect the registration of shares of 24/7 Common Stock under the Securities Act (a "Registration Request") or (ii) 24/7 proposes (but without obligation to file do so) to register any of its stock under the Securities Act in connection with a Registration Statement public offering of such securities solely for cash (other than a Registration Statement filed pursuant to Section 2.1 registration on Form S-8 or in connection with its Initial Public OfferingForm S-4) (a "Company Registration"), at any time 24/7 shall promptly notify the shareholders of the Company in writing of the receipt of such Registration Request or the Company Registration and from time to time, it will, prior to such filing, give shareholders may elect (by written notice sent to all Stockholders 24/7 within five days from the date of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination shareholder's receipt of the managing underwriter pursuant aforementioned notice from 24/7) to Section 2.2(b). Upon have all or any of the written request 24/7 Common Stock owned by the shareholders of a Stockholder or Stockholders, given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicable), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders 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 "Shareholder's Shares") included in such request; provided that the Company shall have the right to postpone or withdraw any registration effected thereof pursuant to this Section 2.2 without obligation to 14(a). If a managing underwriter of any Stockholder. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered proposed underwritten public offering involving an underwritingoffer ing shall advise 24/7 in writing that, in its opinion, the Company shall so advise the Stockholders as a part distribution of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shareholder's Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in a registration statement concurrently with any securities being registered by 24/7 would materially and adversely affect the distribution by 24/7, 24/7 may limit the number (to zero if necessary) of Shareholder's Shares to be registered in order to reduce the total number of shares in such registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and to the number of shares recommended by the underwriter. 24/7 shall have no obligation under this Section 14(a) to make any offering of its securities, or to complete an offering of its securities that are entitled it proposes to be included in the registration register, and underwriting shall be allocated in the following manner: the securities incur no liability to any shareholder of the Company held by officers and directors of for its failure to do so. Notwithstanding the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwritingforegoing, such person may elect shareholders' rights to withdraw therefrom by written notice registration granted in this Section 14(a) are junior to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval any superior registration rights of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheldExisting Holders.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement covering shares of Common Stock (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering2.1), at any time and from time to time, it will, prior to such filing, give prompt written notice to all Stockholders Investors of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of written notice from the managing underwriter pursuant to Section 2.2(b). The parties to this Agreement hereby acknowledge that the Company filed a certain registration statement (Registration No. 333-167220) with the Commission on June 1, 2010 (the “2010 Registration Statement”) and have waived the Company’s obligation to give prompt written notice of such filing pursuant to this Section 2.2(a). Upon the written request of a Stockholder an Investor or Stockholders, Investors given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder Investor or Stockholders Investors 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 requestInvestor or Investors; 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 StockholderInvestor. (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 Stockholders Investors as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the right of any Stockholder Investor to include its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Stockholder's Investor’s participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through herein and (ii) all Investors including Registrable Shares in such underwriting registration shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in upon customary form terms with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding If any other provision of this Section 2.2, if the managing underwriter determines that the Investor who has requested inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of its Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder provided above disapproves of the terms of any such the underwriting, such person may elect to withdraw therefrom elect, by written notice to the Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter with respect to the Initial Public Offering advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, then Registrable Shares shall be included, to the extent allowed, in the following order of priority: (i) up to 50% of the Streetcar Shares held by Streetcar Stockholders shall be included in such Registration Statement before any Registrable Shares or held by any other securities excluded or withdrawn from such underwriting Investor are included; (ii) the Registrable Shares held by Series F Purchasers shall be withdrawn from included in such registration. Registration Statement before any Registrable Shares held by any other Investor are included; (ciii) The the Registrable Shares held by entities and individuals affiliated with Benchmark Capital, Greylock Capital and Meritech Capital shall be included in such Registration Statement before any Registrable Shares held by any other Investor are included, (iv) the Registrable Shares held by any other Investors shall be included in such Registration Statement before any Registrable Shares held by holders of securities of the Company shall have other than the right to select Company are included in such Registration Statement and (v) shares held by holders of securities of the Company other than Investors may then be included in such Registration Statement. If the managing underwriter for any underwritten with respect to an offering requested pursuant other than the Initial Public Offering advises the Company in writing that marketing factors require a limitation on the number of shares to Section 2.2be underwritten, subject then Registrable Shares shall be included, to the approval extent allowed, as in the following order of priority: (i) the Registrable Shares held by Series F Purchasers and Streetcar Stockholders shall be included, pro rata, in such Registration Statement before any Registrable Shares held by any other Investor are included; (ii) the Registrable Shares held by entities and individuals affiliated with Benchmark Capital, Greylock Capital and Meritech Capital shall be included in such Registration Statement before any Registrable Shares held by holders of securities other than the Company are included in such Registration Statement, (iii) the Registrable Shares held by any other Investors shall be included in such Registration Statement before any Registrable Shares held by holders of securities other than the Company are included in such Registration Statement and (iv) shares held by holders of securities of the holders Company other than Investors may then be included in such Registration Statement; provided that, in no event shall the amount of 662/3securities of entities and individuals affiliated with Benchmark Capital, Greylock Capital, Meritech Capital, the Streetcar Stockholders and/or the Series F Purchasers included in such Registration Statement be reduced below 30% of the Registrable Shares, which approval will not be unreasonably withheldtotal amount of securities included in such Registration Statement.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company, provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Purchasers or PRP materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.Section

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or and a Registration Statement covering shares to be sold solely for the account of Other Holders in connection with its Initial Public Offering), which the Company is contractually prohibited from including Registrable Shares) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be -------- included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 10 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Company and Other Holders, and any officers or directors Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the . The number of shares that may be included in such registration and underwriting shall shall, except as otherwise required in any contract to which the Company is a party, be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (ai) Whenever If (but without any obligation to do so) the Company proposes to file a Registration Statement register any shares of Common Stock under the Securities Act in connection with an underwritten public offering of such securities (other than a Registration Statement filed pursuant registration relating solely to Section 2.1 the sale of securities to participants in a stock plan of the Company, or in connection with its Initial Public Offering)a registration which does not relate to shares of Common Stock, at or a registration on any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need form which does not include substantially the same information as would be given if no Registrable Shares are required to be included therein as in a result of a determination registration statement covering the sale of the managing underwriter pursuant to Section 2.2(bRegistrable Securities), the Company shall, at such time, promptly give the Purchaser written notice of such registration. Upon the written request of a Stockholder or Stockholders, the Purchaser given within 20 ten (10) days after the Company provides receipt of such notice (which request shall state from the intended method of disposition of such Registrable Shares or Common Stock, as applicable)Company, the Company shall shall, subject to the provisions of this subsection 1(c), use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to be registered under the Securities Act to all of the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in such request; provided Registrable Securities that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any StockholderPurchaser has requested be registered. (bii) If the registration for which the Company gives notice pursuant In connection with any offering subject to Section 2.2(asubsection 1(c)(i) is a registered public offering involving an underwritingunderwriting of shares being issued by the Company, the Company shall so advise the Stockholders as a part not be required under this subsection 1(c) to include any of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such StockholderPurchaser's participation securities in such underwriting on unless the Purchaser accepts the terms set forth herein. All Stockholders proposing to distribute their securities through such of the underwriting shall (together with as agreed upon between the Company, Other Holders, Company and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2If the Purchaser holds Registrable Securities that have not been registered under subsection 1(b), and if the managing underwriter determines that the inclusion of all shares requested Company's offering is to be registered would adversely affect the offeringon a form that also permits registration of securities offered by selling shareholders, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company Purchaser shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares offering all or any officer, director or Other Holder disapproves portion of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any its Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationSecurities that have not been previously registered. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever At any time until the time at which Stockholders may sell publicly all Registrable Shares owned by such Stockholders without registration under the Securities Act, each time the Company proposes to file register shares of its Common Stock under the Securities Act for cash pursuant to either an underwritten public offering, the Seller-dealer transactions, or a Registration Statement combination of the foregoing (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offeringa dividend reinvestement, employee benefit, stock option or similar plan, an offering of rights, warrants or securities directly or indirectly convertible into or exchangeable or exercisable for Common Stock or as registration solely for the account of the Company pursuant to Rule 415 under the Securities Act or a registration of shares on Form S-8 or S-4 or any other form not generally available for the registration of securities for sale to the public), the Company shall give written notice to [SELLER], as the representative of the Stockholders (the "Representative"), of its intention to do so. Upon receipt of such notice, the Representative may give the Company a written request to register all or some of such Stockholders' Registrable Shares in the registration described in the written notice from the Company as set forth in the foregoing sentence, provided that such written request is given within seven (7) days after any such notice has been given by the Company (with such request stating (i) the amount of Registrable Shares to be included and (ii) any other information reasonably requested by the Company to properly effect the registration of such Registrable Shares). Subject to Section 2(b) and 3, upon receipt of such request, if the registration form proposed to be used by the Company may also be used to register Registrable Shares for distribution by such Selling Stockholders, the Company will use its reasonable best effort to promptly cause all such Registrable Shares requested to be included in such registration to be so included (in accordance with the methods of distribution set forth in the Company's notice of intended registration). (b) If the proposed method of distribution is a firm commitment underwritten public offering and the managing underwriter thereof determines in good faith that the inclusion of such Registrable Shares would materially adversely affect the offering, the number of Registrable Shares to be offered for the accounts of the Selling Stockholders shall be reduced or limited in proportion to the number of Registrable Shares owned by all such Selling Stockholders to the extent necessary to reduce the total number of shares to be included in such offering to the amount recommended by such managing underwriter; provided, that if securities are being offered for the account of other persons or entities (other than, or in addition to, the Company), such reduction shall be made pro rata from the securities intended to be offered by such other persons (regardless of whether such other persons acquire or have acquired their shares of Common Stock before, on or after the date hereof) and the Selling Stockholders and subject to the registration rights of those persons set forth on Schedule I hereto, but no such reduction shall be made from the securities to be offered for the account of the Company. (c) The Company's obligations under this Section 2 shall apply to a registration to be effected for Common Stock to be sold for the account of the Company as well as a registration statement which includes Common Stock to be offered for the account of other holders of Common Stock. (d) The Company may at any time and from time to time, it willwithout the consent of any Stockholder, prior to such filingdelay, give written notice to all Stockholders of its intention to do so; providedsuspend, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicable), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders 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 such request; provided that the Company shall have the right to postpone abandon or withdraw any registration effected Registration Statement described in Section 2(a) and any related proposed or actual offering or other distribution in which any Stockholder has requested inclusion of such Stockholder's Registrable Shares pursuant to this Section 2.2 without obligation to any Stockholder2. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or and a Registration Statement covering shares to be sold solely for the account of Other Holders in connection with its Initial Public Offeringwhich the Company is contractually prohibited from including Registrable Shares), at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, provided that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 10 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Company and Other Holders, and any officers or directors Holders distributing their securities through such underwriting) ), enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company as follows: (other than Registrable Sharesi) first, there shall be excluded from such registration and underwriting included any shares proposed to the extent deemed advisable be sold by the managing underwriterCompany; (ii) second, and, if a further limitation on the number of there shall be included any shares is required, the number of shares that may permitted to be included in such the registration pursuant to Section 3(b) of the Amended and underwriting Restated Registration Rights Agreement, dated as of February 20, 1998, as amended, among the Company, America Online, Inc., Digital City Inc., and Banyan; (iii) third, there shall be allocated among all included in the registration any shares permitted to be included pursuant to Section 2(b) of the Registration Rights Agreement dated as of December 31, 1997 between the Company and Continuum Software, Inc.; (iv) fourth, there shall be included in the registration any shares permitted to be included pursuant to Section 3(b) of the Amended and Restated Registration Rights Agreement dated as of May 3, 1999 between the Company and Banyan; (v) fifth, there shall be included in the registration any shares permitted to be included pursuant to Section 2(b) of the Registration Rights Agreement dated as of June 30, 1999 between the Company and CBS Corporation; and (vi) sixth, except as otherwise required in any contract to which the Company is a party, there shall be included in the registration any shares requested to be included by the Stockholders and any Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in clause (vi) of the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering)If, at any time and or from time to timetime during a period of two years following the Merger Date, it willthe Company shall propose to file a registration statement (a "Registration Statement") with the Commission with respect to the proposed sale by the Company of shares of its Common Stock (or securities exchangeable or convertible therefor) to an underwriter(s) for reoffering to the public (an "Underwritten Offering") (other than in connection with an offering on Form S-4 or Form S-8 or successor forms of such registration statements under the Act) and the Shelf Registration has not been declared effective, prior to such filing, then the Company shall in each case give written notice (the "Notice") of such proposed filing to all Stockholders the Holders not less than 30 days before the anticipated filing date, which shall offer to the Holders the opportunity to include in such Registration Statement such number of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b)each Holder may request. Upon the written request of a Stockholder or Stockholders, by any Holder given within 20 15 days after the giving of the Notice, the Company provides shall include in any Registration Statement relating to the Common Stock of the Company all or such notice (portion of the Registrable Shares as the Holders may request. Neither the delivery of the Notice by the Company nor of such request by the Holders shall obligate the Company to file such Registration Statement and, notwithstanding the filing of such Registration Statement, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which request shall state such Registration Statement relates, without liability or obligation to the intended method of disposition Holders. As a condition to any Holder including any Registrable Shares in any Registration Statement pursuant to this Section 2, such Holder agrees to effect sales of such Registrable Shares or Common Stock, as applicable), thereunder solely under the plan of distribution established by the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders 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 such request; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms and set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registrationtherein. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever If the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering)Company, at any time and from time or any one or more occasions after the date of this Agreement, proposes to timeregister (other than pursuant to Section 2.1) any of its equity securities under the Securities Act for sale to the public, it willwhether for its own account or for the account of other security holders or both (other than pursuant to registrations on Form S-4 or Form S-8 or any successor form or other forms not available for registering securities for sale to the public at large), the Company shall give not less than 30 days' nor more than 90 days' prior to such filing, give written notice to all Stockholders each Holder of Registrable Securities of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, any Holder of Registrable Securities given within 20 days after receipt of such notice from the Company, the Company provides such notice (which will use its best efforts to cause the Registrable Securities requested to be registered to be so registered under the Securities Act. A request pursuant to this Section 2.2 shall state the number of Registrable Securities requested to be registered and the intended method of disposition of distribution thereof. In connection with any registration subject to this Section 2.2, the Holders shall enter into such Registrable Shares or Common Stockunderwriting, lock-up and other agreements, and shall execute and complete such questionnaires and other documents, as applicable), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to be registered under the Securities Act to the extent necessary to permit their sale or other disposition are customary in accordance with the intended methods of distribution specified in such request; provided that the a secondary offering. The Company shall have the right to postpone terminate or withdraw any registration effected pursuant to initiated by it under this Section 2.2 without obligation prior to the effectiveness of such registration whether or not any Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder Holder has elected to include its Registrable Shares any securities in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Companyregistration. Notwithstanding any other provision of this Section 2.2Agreement, if the managing underwriter determines that representative of the inclusion of all shares requested to be registered would adversely affect the offering, underwriters advises the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares writing that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if marketing factors require a further limitation on the number of shares is requiredto be underwritten, the number of shares that may to be included in such the underwriting or registration and underwriting shall be allocated among all Stockholders and Other Holders requesting as set forth in Section 2.5 hereof. No registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time effected under this Section 2.2 shall relieve the Company gave of its obligation to effect the notice specified in registration required under Section 2.2(a)2.1. If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn ______________________________________ Footnote continued from such underwriting shall be withdrawn from such registrationprevious page. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), ) at any time and from time to time, it will, not less than 15 days nor more than 30 days, prior to the reasonably anticipated date of such filing, give written notice to all Stockholders Purchasers of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder Purchaser or Stockholders, Purchasers given within 20 15 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts shall, subject to Section 2.2(b), cause all Registrable Shares which the Company has been requested by such Stockholder Purchaser or Stockholders Purchasers 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 requestPurchaser or Purchasers; provided, that the Purchasers, if requested by the Company, have provided the Company the information required from them for such registration; provided, further, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any StockholderPurchaser. If required pursuant to the terms of existing agreements between the Company and Other Holders, these rights may be exercisable only on a pro rata basis with Other Holders on the basis of the number of shares owned by Other Holders and the Purchasers exercising their rights to incidental (or “piggyback”) registration for the same registration. (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 Stockholders Purchasers as a part of the its written notice given made pursuant to Section 2.2(a). In such event, (i) the right of any Stockholder Purchaser to include his, her or its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.to

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), a Registration Statement covering shares to be sold solely for the account of Other Holders) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its commercially reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon (i) such Stockholder's participation in such underwriting on the terms set forth hereinherein and (ii) the Company's right to first register securities under Section 2.2(a) in preference over the Stockholders' incidental registration rights pursuant to this Section 2.2. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders that are greater than the obligations of the Stockholders under Section 2.5; provided further, that the Company shall use commercially reasonable efforts to negotiate with the underwriters so that the underwriting agreement will not require the Stockholders to make any representation or warranty other than in connection with information described in Section 2.7. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, ; and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (holders other than Registrable Shares) Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for . Notwithstanding any underwritten offering requested pursuant to other provision of this Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will Company shall not be unreasonably withheldrequired to exclude or reduce in amount any shares of Common Stock proposed to be sold by the Company in order to facilitate the registration of Registrable Shares or any other shares of Common Stock held by Company stockholders.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), and a Registration Statement covering shares to be sold solely for the account of Other Holders) at any time and from time to timetime after the closing of the Qualified Initial Public Offering, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus , provided, however, that the number of shares held by Stockholders that may be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata included in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.such (c) The Notwithstanding the foregoing, the Company shall have the right to select the managing underwriter for any underwritten offering requested not be required, pursuant to this Section 2.2, subject to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(k) under the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheldSecurities Act.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Stockholder's ’s participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company, provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by Other Holders and by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a), provided that the number of Registrable Shares permitted to be included therein shall in any event be at least 25% of the aggregate amount of securities to be included therein (based on aggregate market values) except in the case of the Initial Public Offering. If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be -------- included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (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 Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever i. Each time prior to June 1, 2000 that the Company proposes shall determine to file a Registration Statement registration statement under the Securities Act (other than a Registration Statement filed pursuant to Section 2.1 or 3.a. hereof and other than in connection with its Initial Public Offeringrespect of a Plan Registration), at either for its own account or on behalf of any time and from time other security holder, the Company agrees to time, it will, prior to such filing, give prompt written notice to all Stockholders of its intention determination to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b)Shareholders. Upon the written request of a Stockholder or Stockholdersthe Shareholders stating the number of Shares the Shareholders desires to have registered and sold, given received within 20 fifteen (15) days after the Company provides such notice (which request shall state the intended method of disposition receipt of such Registrable Shares or Common Stock, as applicable)written notice from the Company, the Company shall agrees to use its reasonable best efforts to cause all or a portion of such Registrable Shares which the Company has been requested by such Stockholder or Stockholders Securities to be included in the Company's registration statement and registered under the Securities Act Act, all to the extent necessary requisite to permit their the sale or other disposition in accordance with by the intended methods Shareholders of distribution specified in such request; provided that as many of the shares of Registrable Securities as practicable. Notwithstanding the foregoing provisions of this Subsection 3.b.i., the Company shall have the right to postpone or may withdraw any registration effected statement filed or planned to be filed pursuant to this Section 2.2 Subsection 3.b. hereof without obligation incurring any liability to any Stockholderthe Shareholders (other than reimbursement of fees, including counsel, accounting and underwriting fees actually expended by the Shareholders in connection with the proposed registration). (b) ii. If the registration for of which the Company gives written notice pursuant to Section 2.2(a) Subsection 3.b.i. is for a registered public offering involving an underwriting, the Company shall agrees to so advise the Stockholders Shareholders as a part of its written notice, including the written notice given pursuant to Section 2.2(a)identity of a nationally recognized Managing Underwriter selected by the Company. In such event, event the right of any Stockholder the Shareholders to include its Registrable Shares in such registration pursuant to Section 2.2 this Subsection 3.b.i. shall be conditioned upon such Stockholderthe Shareholder's participation in such underwriting on and the terms set forth inclusion of the Shareholder's Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing In the event that the Shareholders propose to distribute their securities sell Shares through such underwriting shall underwriting, the Shareholders agree to enter into (together with the Company, Other Holders, Company and any officers or directors the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or nationally recognized Managing Underwriter and other underwriters selected for the such underwriting by the Company, provided that such underwriting agreement is in customary form (including customary provisions restricting the ability of the Shareholders to sell Shares for a reasonable period following the effective date of the registration statement) and is reasonably acceptable to the Company. No underwriting agreement shall result in charges to the Shareholders that are disproportionate to the number of Registrable Securities included in the registration statement. iii. Notwithstanding any other provision of this Section 2.23.b., if the managing underwriter determines Managing Underwriter of an underwritten distribution advises the Company and the Shareholders in writing that in its good faith judgment the inclusion number of all shares of Registrable Securities and the other securities requested to be registered would adversely affect exceeds the offeringnumber of shares of Registrable Securities and other securities which is advisable to include in such offering (a "Recommendation"), the Company may limit then (to zeroA) the number of shares of Registrable Shares Securities and other securities so requested to be included in the registration and underwriting. The Company offering shall so advise all holders of Registrable Shares requesting registration, and the be reduced to that number of shares that are entitled which in the good faith judgment of the Managing Underwriter it is advisable to include in such offering except for shares to be included in the registration and underwriting shall be allocated in the following manner: the securities of issued by the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable in an offering initiated by the managing underwriterCompany, andwhich shall have priority over the shares of Registrable Securities, if a further limitation on the and (B) such reduced number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders the Shareholders and Other Holders requesting registration holders of other securities in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) Registrable Securities requested by the Shareholders or other securities requested by other holders to be included in the registration statement. All Registrable Securities and other securities which they held at are excluded from the time underwriting by reason of the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder Managing Underwriter's Recommendation and all Shares not originally requested to be registeredso included shall not be included in such registration statement and shall be withheld from the market by the holders thereof for a period which the Managing Underwriter reasonably determines is necessary to effect the underwritten public offering. iv. In the event that, as a result of the allocation as described in Subsection 3.b.iii. above, the excess shall be allocated among Shareholders are unable to include all requested Registrable Securities in a registration statement which is the subject of Subsection 3.b., then the Company, upon request of the Shareholders, hereby agrees to include such Registrable Securities, with a full priority over other requesting Stockholders and Other Holders pro rata Company securities being offered by other Company security holders, in the manner described next subsequent registration by the Company in the preceding sentenceaccordance with Subsection 3.b. If any holder of Registrable Shares or any officerabove, director or Other Holder disapproves subject to a reduction being effected by reason of the Managing Underwriter's recommendation and compliance with other applicable terms of Subsection 3.b. v. The Shareholders may withdraw Registrable Securities from any such underwriting, such person may elect to withdraw therefrom registration statement at any time before the registration statement becomes effective by written giving telephonic notice to the CompanyCompany and the Managing Underwriter, and any Registrable Shares or other securities excluded or withdrawn from such underwriting which notice shall be withdrawn from such registrationreduced to writing and sent immediately to the Company and to the Managing Underwriter in accordance with the notice provisions hereof. (c) vi. The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Company's undertakings in this Section 2.23.b. include filings under and in compliance with State Laws, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheldlimitation set forth in Subsection 3.c.i.D.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering), 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicableShares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or 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 requestStockholder or Stockholders; 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 Stockholder. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving involves an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the . The securities of the Company held by officers and directors of the Company (holders other than Registrable SharesStockholders and other stockholders entitled to include shares therein ("Other Holders") shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation limita- tion on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Notwithstanding the foregoing, the Company shall have the right to select the managing underwriter for any underwritten offering requested not be required, pursuant to this Section 2.2, subject to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(k) under the approval of the holders of 662/3Securities Act and represent less than 1% of the Registrable Shares, which approval will not be unreasonably withheldthen outstanding shares of Common Stock.

Incidental Registration. (a) Whenever Notwithstanding Section 2.1(a) of this Agreement and Section 1.2(c) of the Stockholder Agreement between stockholder and the Company dated as of even date herewith, if at any time after the first anniversary of the Closing, the Company proposes to file register (for its own account, on behalf of its stockholders, or a Registration Statement combination of the foregoing) any of its common stock under the 1933 Act in connection with a public offering of such common stock solely for cash (other than a Registration Statement filed pursuant to Section 2.1 or in connection with its Initial Public Offering)an Excepted Registration Statement) the Company shall, at any time and from time to such time, it will, prior to give the Stockholder notice of such filing, give written notice to all Stockholders of its intention to do so; provided, however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b)registration. Upon the written request of a Stockholder or Stockholdersthe Stockholder, given within 20 ten (10) days after notice has been given by the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicable)in accordance with Section 9.1, the Company shall use its reasonable best efforts shall, subject to Section 4, cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to be registered under the Securities 1933 Act all of the Stockholder Shares that the Stockholder has requested to be registered. Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register any securities and prior to the extent necessary to permit their sale or other disposition in accordance with the intended methods effective time of distribution specified in such request; 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 Stockholder. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwritingstatement filed in connection with such registration, the Company shall so advise determine for any reason not to register or to delay registration of such securities, the Stockholders as a part Company may, at its election, give written notice of such determination to Stockholder and (i) in the case of determination not to register, shall be relieved of its obligation to register any Stockholder Shares in connection with such registration (but not from any obligation of the written notice given Company to pay any Registration Expenses (as defined in Section 7 below)), without prejudice, however, to the rights of Stockholder to request that such registration be effected pursuant to Section 2.2(a). In such event2.1 above and (ii) in the case of a determination to delay registering, the right shall be relieved of its obligation to register any Stockholder to include its Registrable Shares for the same period as the delay in registering such other securities. No registration pursuant to effected under this Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, relieve the Company may limit (of its obligation to zero) the number of Registrable Shares to be included in the effect any registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in upon request under Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration2.1. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (a) Whenever the Company If Holdings at any time proposes to file a Registration Statement ----------------------- register any of its securities for sale for its own account or for the account of any other Person (other than a Registration Statement filed registration (i) requested pursuant to Section 2.1 5(a) hereof or any similar provision of another agreement granting demand registration rights, (ii) relating solely to the sale of securities to participants in a Holdings stock plan or in a Rule 145 transaction, (iii) on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Stock or (iv) pursuant to registration rights granted in connection with its Initial Public Offeringan issuance of debt of Holdings or any Subsidiary (including but not limited to warrants to purchase equity securities in connection with such issuance), at any ) it will each such time and from time to time, it will, prior to such filing, give written notice (the "Holdings Notice"), --------------- at its expense, to all Stockholders holders of Registrable Stock of its intention to do so; providedso at least 10 days prior to the filing of a registration statement. If any holder of Registrable Stock desires to dispose of all or part of its Registrable Stock, howeverit may request registration thereof in connection with Holdings' registration by delivering to Holdings, that no within five days after receipt of the Holdings Notice, written notice of such notice need be given if no request (the "Holder Notice") stating the number of ------------- shares of Registrable Shares are Stock to be included therein as a result disposed of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Stockholder or Stockholders, given within 20 days after the Company provides such notice (which request shall state and the intended method of disposition of such Registrable Shares or Common Stock, as applicable), the Company shall shares by such holder. Holdings will use its reasonable best efforts to cause all shares of Registrable Shares which Stock specified in the Company has been requested by such Stockholder or Stockholders Holder Notice to be registered under the Securities Act to the extent necessary so as to permit their the sale or other disposition (in accordance with the intended methods of distribution specified in thereof as aforesaid) by such request; 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 Stockholder. (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 Stockholders as a part holder of the written notice given pursuant to Section 2.2(a). In such eventshares so registered, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Companysubject, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicablehowever, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified limitations set forth in Section 2.2(a5(d). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.