Common use of Incidental Registration Clause in Contracts

Incidental Registration. If the Company at any time proposes to register (other than a registration on Form S-8 or S-4 or any successor or similar forms) any of its equity securities under the Act, whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises the Company in writing that, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. If (a) Whenever the Company at any time Buyer proposes to register file a registration statement with the SEC for a public offering and sale of securities of the Buyer (other than the Resale Registration Statement or a registration statement on Form S-8 or S-4 Form S-4, or their successors, or any successor other form for a similar limited purpose, or similar formsany registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation) at any time on or before the filing of the Resale Registration Statement pursuant to Section 6.1, it will, prior to such filing, give written notice to all Company Stockholders and Initial Bridge Note Holders of its equity securities under intention to do so. Upon the Actwritten request of a Company Stockholder or Initial Bridge Note Holder given within 20 days after the Buyer provides such notice (which request shall state the intended method of disposition of such Merger Shares and Note Repayment Shares ), whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time Buyer shall use its best efforts to effect cause all Merger Shares and Note Repayment Shares which the registration Buyer has been requested by such Company Stockholder(s) or Initial Bridge Note Holder(s) 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 all Transfer Restricted Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating distribution specified in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities request of such Company Stockholder(s) or Initial Bridge Note Holder(s); provided that the Buyer shall have the right to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at postpone or withdraw any time after giving written notice of its intention to register any securities registration effected pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its 6.2 without obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms Company Stockholder or conditions of such offering are not satisfactoryInitial Bridge Note Holder. (ib) If the registration for which the Buyer gives notice pursuant to Section 6.2(a) is a registered public offering involving an underwriting, the Buyer shall so advise the Company Stockholders and Initial Bridge Note Holders as a part of the written notice given pursuant to Section 6.2(a). In such event, the right of any Company Stockholder or Initial Bridge Note Holder to include its Merger Shares or Note Repayment Shares in such registration pursuant to Section 3(b6.2(a) involves shall be conditioned upon such Company Stockholder's or Initial Bridge Note Holder's participation in such underwriting on the terms set forth herein. All Company Stockholders and Initial Bridge Note Holders proposing to distribute their securities through such underwriting shall (together with the Buyer, other Company Stockholders and Initial Bridge Note Holders, other stockholders of the Buyer and any officers or directors distributing their securities through such underwriting) enter into an Underwritten Offering underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Buyer. Notwithstanding any other provision of this Section 6.2, if the managing underwriter determines that the inclusion of all shares of Buyer Common Stock requested to be registered would adversely affect the offering, the Buyer may limit the number of shares of Buyer Common Stock to be included in the registration and underwriting. The Buyer shall so advise all holders of shares of Buyer Common Stock 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 Buyer held by officers and directors of the Buyer (other than Merger Shares and Note Repayment Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing Underwriter advises underwriter, and, if a further limitation on the Company in writing that, in its opinionnumber of shares is required, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities shares that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to may be included in such registration by and underwriting shall be allocated among all Company Stockholders, Initial Bridge Note Holders and other stockholders of the Holders pursuant Buyer and requesting registration in proportion, as nearly as practicable, to Section 3(b) hereof (provided that if the respective number of Transfer Restricted Securities shares of Common Stock (including Merger Shares and Note Repayment Shares) which they held at the time the Buyer gives the notice specified in Section 6.2(a). If any Company Stockholder, Initial Bridge Note Holder or other stockholder of the Buyer would thus be entitled to include more securities than such holder requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to aboveregistered, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and excess shall be allocated among other requesting Company Stockholders, Initial Bridge Note Holders and other stockholders of the Buyer pro rata among all such Holders on in the basis manner described in the preceding sentence. If any Company Stockholder, Initial Bridge Note Holder, other stockholder of the relative number Buyer or any officer or director disapproves of Transfer Restricted Securities then held the terms of any such underwriting, such person may elect to withdraw therefrom by such Holder) and all other Persons having similar registration rights with respect written notice to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver toBuyer, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such any shares of Transfer Restricted Securities Buyer Common Stock (duly endorsed in blank by the registered owner including any Merger Shares or owners thereof Note Repayment Shares) excluded or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute withdrawn from such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)underwriting shall be withdrawn from such registration.

Incidental Registration. 3.1 If the Company at any time proposes to register (other than a registration on Form S-8 or S-4 or any successor or similar forms) any of its equity securities under after the Act, whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under date that is one year after the Act, it will each such time use its best efforts to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registrationClosing Date, the Company shall determine proposes to file a registration statement under the Securities Act for any reason not to register such an offering of securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate registration statement as promptly as practicable (but in any Underwritten Offering in event not less than 30 days prior to the event that the terms or conditions filing of such offering are not satisfactory. (iregistration statement) If to the Holders. If, within 15 business days after receipt of such a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises notice, a Holder requests the Company in writing thatto include any Registrable Shares that are owned by the Holder, the Company shall include in the registration statement such number of Registrable Shares as the Holder shall request. The Company will use commercially reasonable efforts to cause all Registrable Shares, with respect to which the Holders have requested registration, to be registered under the Securities Act to the extent necessary to permit the distribution thereof in accordance with the intended methods of distribution specified in the request of such Holders; provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Article II without obligation to any Holder. The Company shall not be required to give notice of, or to include Registrable Shares in, any registration statement if the proposed offering relates solely to (i) securities to be offered to employees pursuant to an employee benefit plan, (ii) securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another entity, (iii) an offering of convertible preferred stock of the Company, (iv) securities to be offered by the Company to holders of any class or series of its opinionthen existing securities, (v) securities issuable upon the conversion of securities which are the subject of an underwritten redemption, or (vi) securities to be offered or issued pursuant to a combination of transactions referred to in the preceding clauses (i) through (v). 3.2 In connection with any registration statement under this Article III involving an underwritten offering, the Company shall not be required to include any Registrable Shares in such registration statement unless the Holders accept the terms of the underwriting, including customary indemnification and contribution provisions, as agreed between the Company and the underwriters selected by it. If in the opinion of the managing underwriter(s) of the offering, it is desirable because of marketing or other factors to limit the number of equity securities (including all Transfer Restricted Securities) Registrable Shares to be included in the offering, then the Company shall be required to include in the registration only that number of Registrable Shares, if any, which the managing underwriter believes should be included therein; provided, however, that no persons or entities other than the Company, the Holders and any other Persons intend persons or entities holding registration rights shall be permitted to include securities in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that . If the number of securities that Registrable Shares to be included in the Company proposes to sell for its own account pursuant to Section 3(b) hereof offering in accordance with the foregoing is less than the total number of equity securities that shares which the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities Holders of Registrable Shares have requested to be included in such registration by included, then the Holders pursuant of Registrable Shares who have requested registration and other holders of securities entitled to Section 3(b) hereof include them in the registration statement shall participate in the registration pro rata based upon their total ownership of shares of Common Stock (provided that if giving effect to the number conversion into Common Stock of Transfer Restricted Securities all securities convertible or exchangeable for Common Stock). If as a result, any Holder would be entitled to include more securities than such Holder requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to aboveregistered, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and excess shall be allocated pro rata among all such the other Holders on requesting registration, in the basis of manner described in the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stockpreceding sentence. (ii) In the event of an Underwritten Offering, upon the Company's request, 3.3 The Company will pay all Registration Expenses in connection with any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered registration pursuant to this Section 3(b) (Article III. 3.4 The Company will keep any registration statement to which this Article III applies continuously effective, in the case of a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power firm commitment underwritten public offering, until each underwriter has completed the distribution of Attorney will provideall securities purchased by it and, among in the case of any other thingsoffering, that until the Holders will deliver to, and deposit in custody with, earlier of the custodian and attorney-in-fact named therein a certificate sale of all Registrable Shares covered thereby or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by 180 days after the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)effective date thereof.

Incidental Registration. If the Company at any time after the occurrence of a Qualified Public Offering the Company proposes to register file a registration statement under the Securities Act (other than in connection with a registration statement on Form S-4 or S-8 or S-4 any equivalent or successor Form) with respect to an offering of any successor class of security by the Company for its own account or similar forms) for the account of any of its equity security holders, then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall: (i) offer the Holders the opportunity to register such number of Registrable Securities as they may request and (ii) describe such securities under and specify the Actform and manner and other relevant facts. involved in such proposed registration (including, without limitation: (x) whether or not for sale for its own accountsuch registration will be in connection with an Underwritten Offering and, if so, the identity of the managing underwriter and whether such Underwritten Offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the like) at which the Registrable Securities are reasonably expected to be sold. The Holders shall advise the Company in a manner which would permit registration writing within 20 days after the date of Transfer Restricted receipt of such notice from the Company of the number of Registrable Securities for offer or resale under which registration is requested. The Company shall include in such Registration Statement all such Registrable Securities so requested to be included therein, and, if such registration is an Underwritten Registration, the Act, it will each such time Company shall use its best efforts to effect cause the registration under managing underwriter or underwriters to permit the Act of all Transfer Restricted Registrable Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating requested to be included in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities Registration Statement for such offering to the Underwriters selected by the Company be included (on the same terms and conditions as apply similar securities of the Company included therein to the Companyextent appropriate); and (ii) ifprovided, (x) at any time after giving however, that if the managing underwriter or underwriters of such offering deliver a written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior opinion to the effective date Holders requesting registration that either because of: (i) the kind of securities which the registration statement filed in connection with such registrationHolders, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises the Company in writing that, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds offering; or (ii) the largest number size of the offering which the Holders, the Company, or such other Persons intend to make, the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) in the event that the size of the offering is the basis of such managing underwriter's opinion, the amount of securities that can to be sold without having an adverse effect on such offering, including offered for the price at which such account of the Holders and other holders registering securities can be sold, of the Company will include in such pursuant to similar incidental registration rights shall be reduced pro rata (x) first, all the securities the Company proposes to sell for its own account, and (y) second, according to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Registrable Securities requested to be included in such the registration by each such Holder or Holders and other Holders) to the Holders pursuant extent necessary to Section 3(breduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; and (B) hereof in the event that the combination of securities to be offered is the basis of such managing underwriter's opinion, then: (provided that x) the Registrable Securities and other securities to be included in such offering shall be reduced as described in clause (A) above; or (y) if the number actions described in clause (A) would, in the judgment of Transfer Restricted the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included in would have on such registration offering, such Registrable Securities will be excluded from such offering. Notwithstanding the foregoing, if the amount of securities to be offered by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to requesting registration and other Holders registering securities thereunder must be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to abovereduced, the number of such Transfer Restricted Registrable Securities requested to be included in such registration offered by the Holders pursuant may not be reduced below an amount equal to Section 3(b)(i30% of the total shares to be offered, and only the Company, the Holders and the person (if any) hereof that demanded such registration shall be limited allowed to register shares on such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common StockRegistration Statement. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. If (a) Subject to the terms and conditions set forth in this Section 3, if the Company proposes at any time proposes to register (other than a registration on Form S-8 or S-4 or any successor or similar forms) any of its common equity securities (the "Initially Proposed Shares") under the ActSecurities Act for sale, whether or not for sale for its own account, in a manner which would permit pursuant to an underwritten offering (other than registration on Form S-4 or on Form S-8 or any substitute or successor form adopted by the SEC), the Company will promptly give written notice to the Holder Representative of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts intention to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offering(such notice to specify, among other things, the proposed offering price, the kind and number of securities proposed to be registered and the distribution arrangements, including identification of the underwriter(s)), and the Holder Representative shall be entitled to include in such registration statement, as a part of such underwritten offering, such number of shares (the "Holder Shares") to be sold for the account of the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company (on the same terms and conditions as apply the Initially Proposed Shares) as shall be specified in a request in writing delivered to the Company by the Holder Representative within 15 days after the date upon which the Company gave the aforementioned notice. (b) The Company; 's obligations to include Holder Shares in a registration statement pursuant to this Section 3 is subject to each of the following limitations, conditions and qualifications: (iii) ifIf, (x) at any time after giving the Company gives written notice to the Holder Representative of its intention to register effect a registration of any of its common equity securities pursuant to this Section 3(b(whether or not for its own account) and (y) prior to the effective date of the any registration statement filed in connection with such registration, either the Company (in the case of the Company intending to register securities for its own account) or holders of Company securities (in the case of the Company intending to register securities on behalf of holders of securities exercising demand registration rights) shall determine for any reason not to register any securities which were theretofore the subject of such securitiesregistration, the Company shall give written notice of such determination to all Holders of Transfer Restricted Securities and, thereupon, the Holder Representative and thereupon it shall be relieved of its obligation to use any efforts to register any Transfer Restricted Securities Holder Shares in connection with such proposed registration. Notwithstanding aborted registration (but not from its obligation to pay the foregoing, Registration Expenses (as defined herein) in connection therewith). (ii) If the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions managing underwriter(s) of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering shall notify in writing the Company and the managing Underwriter advises the Company in writing Holder Representative that, in its opinionthe good faith judgment of such managing underwriter(s), the distribution of all or a specified portion of the Holder Shares would materially interfere with the registration and sale, in accordance with the intended method thereof, of the Initially Proposed Shares, then the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend Holder Shares to include be included in such registration exceeds statement shall be reduced to such number, if any, that, in the largest good faith judgment of such managing underwriter(s), can be included without such interference; provided, however, that, if (1) the Initially Proposed Shares were being registered by the Company for its own account, then the number of Company securities that can to be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include included in such registration statement shall be allocated (x) first, all to the securities the Company proposes to sell for its own accountCompany, and (y) second, to pro rata among all holders of Company securities (including Holders of Registrable Shares on whose behalf the extent that Holder Representative has exercised the Holders' rights under this Agreement) based upon the number of securities that each such holder so requested be included in such registration statement; and (2) the Initially Proposed Shares were being registered by the Company proposes to sell for its own the account of holders of Company securities (other than the Holders) pursuant to Section 3(b) hereof is less than demand registration rights, then the number of equity Company securities that to be included in such registration statement shall be allocated (x) first, pro rata among all holders of Company securities (other than Holders) who are exercising demand registration rights based upon the number of securities each such holder so requested be included in such registration statement, and (y) second, pro rata among all holders of Company securities not included in foregoing clause (x) (including Holders of Registrable Shares on whose behalf the Holder Representative has exercised the Holders' rights under this Agreement) and the Company has been advised can be sold in such offering without having on the adverse effect referred to above, all Transfer Restricted Securities basis of the number of shares requested to be included in such registration statement by such holders and the Company; provided further, however, that the "cutback provisions" contained in the first proviso of this Section 3(b)(ii) shall only take effect upon PX Holding agreeing in writing with the Company to amend Section 3 of the PX Holding Registration Rights Agreement to provide for "cutback provisions" in Section 3 of the PX Holding Registration Rights Agreement substantially to the same effect. Until such time, the first proviso of this Section 3(b)(ii) shall be deemed to read: "provided, however, that, if other holders of the Company securities have requested that their securities be registered in such underwritten offering pursuant to a registration rights agreement with the Company and, unless the Initially Proposed Shares were being registered by the Holders pursuant Company for its own account, the Company desires to Section 3(b) hereof (provided that if register Company securities for its own account, the number of Transfer Restricted Securities requested Holder Shares to be included in such registration by statement shall be reduced to such number which would result in the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be Holder Shares being included in such registration pursuant to clause (x) statement pro rata with such other holder of this Section 3(b)(i)registration rights and, exceeds the number that if applicable, the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held shares requested to be registered by the Holder Representative and such Holder) and all other Persons having similar registration rights with respect to holders of the Company's Common Stocksecurities and, if applicable, the Company." (c) If, as a result of the cutback provisions contained in Section 3(b)(ii) hereof, the Holders are not entitled to include all of the Holder Shares in such registration, the Holder Representative may elect to withdraw its request to include Holder Shares in such registration. (iid) In If the event Company shall so deliver such a request in writing to the Holder Representative, each Holder shall not effect any public or private sale or distribution of an Underwritten Offeringany Registrable Securities (other than the Holder Shares) during the 15-day period prior to, upon and during the 45-day period beginning on, the closing date of any underwritten public offering of shares of Common Stock made for the Company's requestown account; provided, any Holder will execute and deliver a custody however, that if either or both of the periods specified in the equivalent provision in the PX Holding Registration Rights Agreement are shortened by agreement and power of attorney by the Company or by the Company's waiving its rights under such equivalent provision, then the corresponding period(s) in form and substance reasonably satisfactory this sentence shall be deemed to be automatically amended to be identical to the Holders with respect period(s) applicable to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act PX Holding under the Custody Agreement and Power of Attorney on equivalent provision in the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)PX Holding Registration Rights Agreement.

Incidental Registration. If the Company at any time proposes to register any of its common stock under the Securities Act for sale to the public for its own account (other than a except with respect to registration statements on Form S-8 or S-4 or any successor or similar forms) any another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice to each of the Stockholders of its equity securities under intention to do so. In addition, if on or after the Act, whether or not for sale for date of this Agreement the Company has an effective registration statement with respect to its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Actcommon stock, it will give notice of such effective registration statement to each of the Stockholders that such time registration statement is effective. Upon the written request of any of the Stockholders, given within ten (10) days after receipt of any such notice, to register any of the Stockholder’s Registrable Securities (which request must state the intended method of disposition thereof), the Company will use its best commercially reasonable efforts (as set forth in Section 1.1(c)) to effect cause the Registrable Securities as to which registration has been so requested to be included in the securities to be covered by the registration under the Act of all Transfer Restricted Securities held statement proposed to be filed by the HoldersCompany, all to the extent requisite to permit the sale or other disposition by the Stockholders (in accordance with its written request) of such Registrable Securities so registered; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating Company is not required to include Registrable Securities in the Underwritten Offeringsecurities to be registered pursuant to a registration statement on Form SB-1 (or any other form which limits the amount of securities which may be registered by the issuer and/or selling security holders) if, if requested by an Underwriter, must sell their Transfer Restricted Securities and to the Underwriters selected extent, that such inclusion would make the use of such form unavailable, so long as no other shares are to be included in the securities to be registered pursuant to the registration statement for the account of any person other than the Company. If any registration pursuant to this Section 1.1 is, in whole or in part, an underwritten public offering of common stock, any request by a Stockholder pursuant to this Section 1.1 to register Registrable Securities must specify that such Registrable Securities are to be included in the Company underwriting on the same terms and conditions as apply the shares of common stock otherwise being sold through underwriters under such registration. Notwithstanding anything to the Company; and (ii) ifcontrary contained in this Section 1.1, (x) at any time after giving written notice if there is a firm commitment underwritten offering of its intention to register any securities of the Company pursuant to this Section 3(b) a registration statement covering Registrable Securities and (y) prior a Stockholder does not elect to sell its Registrable Securities to the underwriters of securities in connection with such offering, the Stockholder will refrain from selling such Registrable Securities during the period of distribution of the Company’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Stockholder, in any event, shall be entitled to sell its Registrable Securities commencing on the 180th day after the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises the Company in writing that, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stockstatement. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. (a) If the Holding Company at any time proposes or from time to register (other than a registration on Form S-8 or S-4 or any successor or similar forms) time shall determine to effect the registration, qualification and/or compliance of any of its equity securities under (whether in connection with an offering by the ActHolding Company or others) (otherwise than pursuant to a registration on a form inappropriate for an underwritten public offering or relating solely to securities to be issued in a merger, whether acquisition of the stock or not for sale for its own accountassets of another entity or in a similar transaction), then, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts to effect case (including the registration under Holding Company's initial public offering), the Act of all Transfer Restricted Securities held by the Holders; provided, however, that Holding Company will: (i) if promptly give written notice of the proposed registration, qualification and/or compliance (which shall include a list of the jurisdictions in which the Holding Company intends to register or qualify such registration involves an Underwritten Offeringsecurities under the applicable blue sky or other state securities laws) to each holder of any Registrable Shares; and (ii) include among the securities which it then registers or qualifies all Registrable Shares specified by any holder thereof in a written request or requests, made within 30 days after receipt of such written notice from the Holders participating in Holding Company. (b) The obligations of the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities Holding Company under this section 11.2 are subject to the Underwriters selected by following qualifications: (i) the Holding Company on the same terms and conditions as apply shall pay all Registration Expenses related to the Companyany registration, qualification or compliance effected pursuant to this section 11.2; and and (ii) if, (x) at in connection with any time after giving written notice of its intention to register any securities underwritten offering pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registrationsection 11.2, the Company managing underwriter shall determine for any reason not to register such securities, impose a limitation on the Company shall give written notice to all Holders number or kind of Transfer Restricted Securities and, thereupon, shall securities which may be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate included in any Underwritten Offering in such registration for sale by any Person other than the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises the Holding Company in writing thatbecause, in its opinionreasonable judgment, such limitation is necessary to effect an orderly public distribution, then the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend Holding Company shall be obligated to include in such registration exceeds statement only such limited portion of the largest number Registrable Shares (which may be none) as is determined in good faith by such managing underwriter, provided that, if any securities are being offered for -------- the account of securities that can be sold without having an adverse effect on such offering, including any Person other than the price at which such securities can be soldHolding Company and the holders of the Registrable Shares, the Company will include reduction in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be Registrable Shares included in such registration by shall not represent a greater percentage of the Holders pursuant to Section 3(b) hereof (provided that if the number amount of Transfer Restricted Securities Registrable Shares originally requested to be included registered and sold in such registration by than the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in lowest such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all percentage reduction imposed upon any other Persons having similar registration rights with respect to the Company's Common StockPerson. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. (a) If the Company at any time proposes to register any of its Common Stock under the Securities Act (other than a registration (A) in connection with an Initial Public Offering, (B) on Form S-8 or S-4 or any successor or similar forms, (C) relating to Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of its equity securities under the ActCompany, (D) in connection with a direct or indirect acquisition by the Company of another company or business, (E) in connection with sales of Common Stock or options to employees of the Company or any Subsidiary or (F) where the primary purpose of such registration relates to a debt financing by the Company or any Subsidiary), whether or not for sale for its own account, it will, subject to the provisions of Section 5.2(b) hereof, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholders' rights under this Section 5.2 and shall offer (i) all Shareholders, if the proposed registration involves a Public Offering, or (ii) any Shareholder owning at least 5% of the Shares at the time outstanding, in a manner which would permit any other case, the opportunity to include in such registration statement such number of Transfer Restricted Securities for offer or resale under the Act, it will shares of Registrable Stock as each such time Shareholder may request (an "Incidental Registration"); provided that any Registrable Stock that is a Vested Warrant or a Vested Option shall have been exercised prior to its sale pursuant to any such registration. Upon the written request of any such Shareholder made within ten days after the receipt of notice from the Company (which request shall specify the number of shares of Registrable Stock intended to be disposed of by such Shareholder), the Company will use its best efforts to effect the 37 -34- registration under the Securities Act of all Transfer Restricted Securities held Registrable Stock which the Company has been so requested to register by such Shareholders, to the Holdersextent requisite to permit the disposition of the Registrable Stock so to be registered; provided, however, provided that (iI) if such registration involves an Underwritten a Public Offering, the Holders participating all such Shareholders requesting to be included in the Underwritten Offering, if requested by an Underwriter, Company's registration must sell their Transfer Restricted Securities Registrable Stock to the Underwriters underwriters selected by the Company as provided in Section 5.4(f) on the same terms and conditions as apply to the Company; and , (iiII) if, (x) at any time after giving written notice of its intention to register any securities stock pursuant to this Section 3(b5.2(a) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesstock, the Company shall give written notice to all Holders of Transfer Restricted Securities such Shareholders and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities Registrable Stock in connection with such proposed registrationregistration (without prejudice, however, to rights of any Institutional Shareholder under Section 5.1 hereof) and (III) transfers by Management Stockholders and their Permitted Transferees shall be subject to Section 3.5. Notwithstanding No registration effected under this Section 5.2 shall relieve the foregoing, Company of its obligations to effect a Demand Registration to the Holders shall have the absolute right extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in their sole discretion not connection with each registration of Registrable Stock requested pursuant to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactorythis Section 5.2. (ib) If a registration pursuant to this Section 3(b5.2 involves a Public Offering (other than in the case of a Public Offering requested by any DLJ Entity in a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(d) involves an Underwritten Offering shall apply) and the managing Underwriter underwriter advises the Company in writing that, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be soldUnderwriters' Limitations, the Company will include in such registration registration, in the following priority, subject to the Underwriters' Limitations: (xi) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis so much of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities Stock proposed to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact Company as would not cause the Holder's agent and attorney-in-fact with full power and authority offering to act under exceed the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).Underwriters Limitations; and

Incidental Registration. If the Company at any time proposes to register file ----------------------- on its own 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 as a demand registration under Section 2, a registration of securities in connection with a merger, an acquisition, an exchange offer or other business combination or a Registration Statement on Form S-4 or S-8 or S-4 or any successor or similar forms) any form for securities to be offered in a transaction of its equity securities the type referred to in Rule 145 under the ActSecurities Act or to employees of the Company pursuant to any employee benefit plan, whether or not respectively) for sale for its own account, in a manner which would permit the registration of Transfer Restricted Securities for offer or resale under the Actsecurities, it will each give written notice to all Holders at least 30 days before the initial filing with the Commission of such time Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing 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 ("Demanding Security Holder"), shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect the registration under the Securities Act of all Transfer Restricted Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registrationshares. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the number distribution of equity the Registrable Securities requested to be included in the registration concurrently with the securities (including all Transfer Restricted Securities) which being registered by the Company, Company or such Demanding Security Holder would materially and adversely affect the Holders and any other Persons intend to include in such registration exceeds the largest number distribution of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, by the Company will include or such Demanding Security Holder, then the Company shall give priority for inclusion in such registration (xa) first, all the securities the Company proposes to sell for its own account, and (y) second, first to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Registrable Securities requested to be included in such registration by (or to such lesser number of Registrable Securities that is equal to the Holders pursuant to Section 3(b) hereof (provided that if number that, in the opinion of the managing underwriters, can be sold, pro rata, among the holders thereof based on the number of Transfer Restricted Registrable Securities owned), (b) second, to the securities, if any, requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause warrants or options issued to the representatives of the underwriters with respect thereto, (xc) of this Section 3(b)(i)third, exceeds to the number securities the Company proposes to include in such registration, (d) fourth, to the securities that the Company has been advised can be sold is otherwise obligated to include in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver toregistration, and deposit in custody with(e) fifth, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree other securities that they will execute such other agreements as the Company may reasonably request desire to further evidence include in such registration. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by the provision of Company. Notwithstanding anything to the contrary in this Section 3(b)3(a) if, at any time after receiving such requests and prior to the effective date of the Registration Statement filed in connection with such registration, Company for any reason decides not to register securities of Company, Company will give written notice of its decision to the holders of Registrable Securities and thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration and (b) if Company determines for any reason to delay such registration, Company may do so by giving written notice of its decision to the holders of Registrable Securities.

Incidental Registration. 2.1 If (but without any obligation to do so) the Company at any time proposes to register any of its securities (other than (i) in a demand registration under Section 3 of this Agreement, (ii) a registration relating solely to the sale of securities to participants in a Company benefit plan, (iii) a registration relating to a corporate reorganization or other transaction described under Rule 145 of the Act, or (iv) a registration on Form S-8 or S-4 or any successor or similar formsform that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares), it shall give notice to the Holders of such intention. Upon the written request of any Holder given within fourteen (14) days after receipt of any such notice, the Company shall include in such registration all of the Registrable Shares indicated in such request, so as to permit the disposition of the shares so registered. 2.2 In connection with any offering involving an underwriting of shares of the Company's share capital, the Company shall not be required under this Section 2 to include any of its equity securities under the Act, whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; provided, however, that ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (ior by other persons entitled to select the underwriters) if such registration involves and enter into an Underwritten Offering, the Holders participating underwriting agreement in the Underwritten Offering, if requested by customary form with an Underwriter, must sell their Transfer Restricted Securities to the Underwriters underwriter or underwriters selected by the Company on and such other agreements as the same terms and conditions as apply to the Company; and (iiunderwriter(s) if, (x) at may reasonably request. Notwithstanding any time after giving written notice other provision of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registration2, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and if the managing Underwriter underwriter advises the Company in writing that, in its opinion, that marketing factors require a limitation of the number of equity securities (including all Transfer Restricted Securities) which the Companyshares to be underwritten, the Holders and any other Persons intend to include in then there shall be excluded from such registration exceeds and underwriting to the largest number of securities that can be sold without having an adverse effect on extent necessary to satisfy such offeringlimitation, including first shares held by shareholders other than the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) Demanding Holders; second, to the extent that necessary, shares held by shareholders with incidental registration rights (on a pro rata basis to their respective holdings); third, shares registered by the number Demanding Holders (on a pro rata basis); and lastly, shares offered by the Company. 2.3 The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities that in such registration. The expenses of such withdrawn registration shall be borne by the Company proposes to sell for its own account pursuant to in accordance with Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) 5 hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. (a) If the Holding Company at any time proposes or from time to register (other than a registration on Form S-8 or S-4 or any successor or similar forms) time shall determine to effect the registration, qualification and/or compliance of any of its equity securities under (whether in connection with an offering by the ActHolding Company or others) (otherwise than pursuant to a registration on a form inappropriate for an underwritten public offering or relating solely to securities to be issued in a merger, whether acquisition of the stock or not for sale for its own accountassets of another entity or in a similar transaction), then, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts to effect case (including the registration under Holding Company's initial public offering), the Act of all Transfer Restricted Securities held by the Holders; provided, however, that Holding Company will: (i) if promptly give written notice of the proposed registration, qualification and/or compliance (which shall include a list of the jurisdictions in which the Holding Company intends to register or qualify such registration involves an Underwritten Offeringsecurities under the applicable blue sky or other state securities laws) to each holder of any Registrable Shares; and (ii) include among the securities which it then registers or qualifies all Registrable Shares specified by any holder thereof in a written request or requests, made within 30 days after receipt of such written notice from the Holders participating in Holding Company. (b) The obligations of the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities Holding Company under this section 5.2 are subject to the Underwriters selected by following qualifications: (i) the Holding Company on the same terms and conditions as apply shall pay all Registration Expenses related to the Companyany registration, qualification or compliance effected pursuant to this section 5.2; and and (ii) if, (x) at in connection with any time after giving written notice of its intention to register any securities underwritten offering pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registrationsection 5.2, the Company managing underwriter shall determine for any reason not to register such securities, impose a limitation on the Company shall give written notice to all Holders number or kind of Transfer Restricted Securities and, thereupon, shall securities which may be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate included in any Underwritten Offering in such registration for sale by any Person other than the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises the Holding Company in writing thatbecause, in its opinionreasonable judgment, such limitation is necessary to effect an orderly public distribution, then the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend Holding Company shall be obligated to include in such registration exceeds statement only such limited portion of the largest number Registrable Shares (which may be none) as is determined in good faith by such managing underwriter, provided that, if any securities are being offered for the account of securities that can be sold without having an adverse effect on such offering, including any Person other than the price at which such securities can be soldHolding Company and the holders of the Registrable Shares, the Company will include reduction in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be Registrable Shares included in such registration by shall not represent a greater percentage of the Holders pursuant to Section 3(b) hereof (provided that if the number amount of Transfer Restricted Securities Registrable Shares originally requested to be included registered and sold in such registration by than the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in lowest such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all percentage reduction imposed upon any other Persons having similar registration rights with respect to the Company's Common StockPerson. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. If the Company at any time during the period ----------------------- beginning April 30, 1998 and ending three years following the Initial Funding Date, a Shelf Registration Statement on Form S-3 covering the Registrable Securities is not then in effect, the Company proposes to register file a registration statement under the Securities Act (other than in connection with a registration Registration Statement on Form S-8 or S-4 or S-8, or any form that is substituting therefor or is a successor thereto) with respect to an offering of any class of security by the Company for its own account or similar forms) for the account of any of its equity security holders (including the Investors), then the Company shall give written notice of such proposed filing to the Investors as soon as practicable (but in no event less than thirty days before the anticipated filing date), and such notice shall (i) offer the Investors the opportunity to register such number of Registrable Securities as they may request and (ii) describe such securities under and specify the Actform and manner and other relevant facts involved in such proposed registration (including, without limitation, (x) whether or not for sale for its own accountsuch registration will be in connection with an Underwritten Offering and, if so, the identity of the managing underwriter and whether such Underwritten Offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the like) at which the Registrable Securities are reasonably expected to be sold, if such disclosure is acceptable to the managing underwriter). The Investors shall advise the Company in a manner which would permit registration writing within twenty (20) days after the date of Transfer Restricted receipt of such notice from the Company of the number of Registrable Securities for offer or resale under the Actwhich registration is requested. The Company shall include in such Registration Statement all such Registrable Securities so requested to be included therein, it will each such time use its best efforts to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; providedand, however, that (i) if such registration involves is an Underwritten OfferingRegistration, the Holders participating Company shall use its commercially reasonable efforts to cause the managing underwriter or underwriters to permit the Registrable Securities requested to be included in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities registration statement for such offering to the Underwriters selected by the Company be included (on the same terms and conditions as apply similar securities of the Company included therein to the Companyextent appropriate); provided, however, that if the managing underwriter or -------- ------- underwriters of such offering advise the Company and the Investors in writing that in their opinion, either because of (iii) if, (x) at any time after giving written notice the kind of its intention to register any securities pursuant to this Section 3(b) and (y) prior to which the effective date of the registration statement filed in connection with such registrationInvestors, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises the Company in writing that, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such offering or (ii) the size of the offering which the Investors or such other Persons intend to make, the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) in the event that the size of the offering is the basis of such managing underwriter's opinion, the amount of securities to be offered for the account of the Investors and other holders registering securities of the Company pursuant to similar incidental registration exceeds rights shall be reduced pro rata (according to the largest total number of securities that can Registrable Securities or shares, as the case may be, requested to be sold without having an adverse effect on registered by each such offering, including holder and all other holders of registration rights who have indicated the price at which such securities can be sold, the Company will include desire to participate in such registration registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; and (B) in the event that the combination of securities to be offered is the basis of such managing underwriter's opinion, (x) firstthe Registrable Securities and other securities to be included in such offering shall be reduced as described in clause (A) above or, all the securities the Company proposes to sell for its own account, and (y) secondif the actions described in clause (A) would, in the judgment of the managing underwriter, be insufficient to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having substantially eliminate the adverse effect referred to above, all Transfer Restricted that inclusion of the Registrable Securities requested to be included in would have on such offering, such Registrable Securities will be excluded from such offering. The Company shall have the right to postpone or withdraw any registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered effected pursuant to this Section 3(b2(d) (without obligation to any Investor or Pecuniary Owner. ------------ No registration pursuant to a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit request or requests referred to in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)2(d) shall be deemed to be a Shelf Registration or a Demand ------------ Registration.

Incidental Registration. 2.1 If (but without any obligation to do so) the Company at any time proposes to register any of its securities (other than than: (i) in a demand registration under Section 3 of this Agreement, (ii) a registration relating solely to the sale of securities to participants in a Company benefit plan, (iii) a registration relating to a corporate reorganization or other transaction described under Rule 145 of the Act, or (iv) a registration on Form S-8 or S-4 or any successor or similar formsform that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares), it shall give notice to the Holders of such intention. Upon the written request of any Holder given within fourteen (14) days after receipt of any such notice, the Company shall include in such registration all of the Registrable Shares indicated in such request, so as to permit the disposition of the shares so registered. 2.2 In connection with any offering involving an underwriting of shares of the Company’s share capital, the Company shall not be required under this Section 2 to include any of its equity securities under the Act, whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; provided, however, that ’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (ior by other persons entitled to select the underwriters) if such registration involves and enter into an Underwritten Offering, the Holders participating underwriting agreement in the Underwritten Offering, if requested by customary form with an Underwriter, must sell their Transfer Restricted Securities to the Underwriters underwriter or underwriters selected by the Company on and such other agreements as the same terms and conditions as apply to the Company; and (iiunderwriter(s) if, (x) at may reasonably request. Notwithstanding any time after giving written notice other provision of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registration2, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and if the managing Underwriter underwriter advises the Company in writing that, in its opinion, that marketing factors require a limitation of the number of equity securities (including all Transfer Restricted Securities) which the Companyshares to be underwritten, the Holders and any other Persons intend to include in then there shall be excluded from such registration exceeds and underwriting to the largest number of securities that can be sold without having an adverse effect on extent necessary to satisfy such offeringlimitation, including the price at which such securities can be sold, the Company will include in such registration (x) first, all shares held by shareholders other than the securities the Company proposes to sell for its own account, and (y) Demanding Holders; second, to the extent that necessary, shares held by shareholders with incidental registration rights (on a pro rata basis to their respective holdings); third, shares registered by the number Demanding Holders (on a pro rata basis); and lastly, shares offered by the Company. 2.3 The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities that in such registration. The expenses of such withdrawn registration shall be borne by the Company proposes to sell for its own account pursuant to in accordance with Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock6 below. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. (a) If (but without any obligation to do so) the Company at any time proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Investor) any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 or S-4 or any successor (or similar formsor successor form) any relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), or a registration on Form S-4 (or similar or successor form), it will, prior to such filing, give written notice to the Investor of its equity securities intention to do so. Upon the written request of the Investor given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Securities), the Company shall use its commercially reasonable efforts to cause to be registered under the Act, whether or not for sale for its own account, in a manner which would permit registration Securities Act all of Transfer Restricted the Registrable Securities for offer or resale under that the Act, it will each such time use its best efforts Investor has requested to effect the registration under the Act of all Transfer Restricted Securities held by the Holdersbe registered; provided, however, provided that (i) if such registration involves an Underwritten Offeringunderwritten offering to the public, the Holders participating in the Underwritten Offering, if requested by an Underwriter, Investor must sell their Transfer Restricted its Registrable Securities to the Underwriters underwriters selected by the Company on the same terms and conditions as apply to the CompanyCompany or other selling stockholders; and (ii) if, (x) at any time after giving written notice of its the Company’s intention to register any securities pursuant to this Section 3(b6.1(a) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities the Investor and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Registrable Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders The Company shall have the absolute right in their sole discretion not no obligation under this Section 6.1(a) to participate in make any Underwritten Offering in the event offering of its securities, or to complete an offering of its securities that the terms or conditions of such offering are not satisfactoryit proposes to make. (ib) If a such registration pursuant to Section 3(b) involves an Underwritten Offering and underwritten offering to the public, if the managing Underwriter advises underwriter of the underwritten offering shall inform the Company by letter of the underwriter’s opinion that the number of Registrable Securities requested to be included in writing thatsuch registration would, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on materially adversely affect such offering, including the price at which such securities can be sold, and the Company will has so advised the Investor in writing, then the Company shall include in such registration registration, to the extent of the number that the Company is so advised can be sold in (xor during the time of) such offering, (i) first, all the securities proposed by the Company proposes to sell be sold for its own account, and then (yii) second, to the extent that the number of securities that shares of Common Stock proposed to be sold by the Company proposes to sell for its own account or the Investor pursuant to Section 3(b6.1(a) hereof is less than the number of equity securities shares of Common Stock that the Company has been advised can be sold in such offering without having the material adverse effect referred to above, all Transfer Restricted such Registrable Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities Investor to be included in such registration pursuant to clause (x) of this Section 3(b)(i)6. (c) Notwithstanding the foregoing, exceeds the number that the Company has been advised can shall not be sold in such offering without having the adverse effect referred to aboverequired, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited 6.1, to such extent and shall be allocated pro rata among all such Holders on the basis include any Registrable Securities in a registration statement if, as of the relative number of Transfer Restricted date the Company intends to file such registration statement with the Securities and Exchange Commission, such Registrable Securities can then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered sold pursuant to this Section 3(bRule 144(b)(1)(i) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)Securities Act.

Incidental Registration. (a) If the Company at any time proposes to register any Company Securities under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of its equity securities under the ActCompany or (C) in connection with a direct or indirect acquisition by the Company of another company), whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time time, subject to the provisions of Section 5.2(b), give prompt written notice at least 30 days prior to the anticipated filing date of the registration statement relating to such registration to each DLJ Entity and each Other Stockholder, which notice shall set forth such Stockholder's rights under this Section 5.2 and shall offer such Stockholders the opportunity to include in such registration statement such number of Registrable Securities of the same type as are proposed to be registered as each such Stockholder may request (an "Incidental Registration"). Upon the written request of any such Stockholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Stockholder), the Company will use its best efforts to effect the registration under the Securities Act of all Transfer Restricted Registrable Securities held which the Company has been so requested to register by such Stockholders, to the Holdersextent requisite to permit the disposition of the Registrable Securities so to be registered; provided, however, provided that (iI) if such registration involves an Underwritten a Public Offering, the Holders participating all such Stockholders requesting to be included in the Underwritten Offering, if requested by an Underwriter, Company's registration must sell their Transfer Restricted Registrable Securities to the Underwriters underwriters selected by the Company as provided in Section 5.4(f) on the same terms and conditions as apply to the Company; Company and (iiII) if, (x) at any time after giving written notice of its intention to register any securities stock pursuant to this Section 3(b5.2(a) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities such Stockholders and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Registrable Securities in connection with such proposed registrationregistration (without prejudice, however, to rights of any DLJ Entity under Section 5.1). Notwithstanding No registration effected under this Section 5.2 shall relieve the foregoing, Company of its obligations to effect a Demand Registration to the Holders shall have the absolute right extent required by Section 5.1. The Company will pay all Registration Expenses in their sole discretion not connection with each registration of Registrable Securities requested pursuant to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactorythis Section 5.2. (ib) If a registration pursuant to this Section 3(b5.2 involves a Public Offering (other than in the case of a Public Offering requested by any DLJ Entity or any of their Permitted Transferees or the Other Stockholders in a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01(e) involves an Underwritten Offering shall apply) and the managing Underwriter underwriter advises the Company in writing that, in its opinionview, the number of equity securities (including all Transfer Restricted Securities) which Shares that the Company, the Holders Company and any other Persons such Stockholders intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be soldMaximum Offering Size, the Company will include in such registration registration, in the following priority, up to the Maximum Offering Size: (xi) first, all so much of the securities proposed to be registered by the Company proposes as would not cause the offering to sell for its own account, and exceed the Maximum Offering Size; (yii) second, all Benchmark Securities requested to be included in such registration statement by the extent that DLJ Entities and their Permitted Transferees (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities on the basis of the relative number of securities that the Company proposes shares of Registrable Securities requested to sell for its own account pursuant to Section 3(bbe so included); and (iii) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to abovethird, all Transfer Restricted Registrable Securities other than Benchmark Securities requested to be included in such registration by the Holders any DLJ Entity and its Permitted Transferees or any Other Stockholder pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i)5.2 (allocated, exceeds if necessary for the number that offering not to exceed the Company has been advised can be sold in such offering without having the adverse effect referred to aboveMaximum Offering Size, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders Stockholders on the basis of the relative number of Transfer Restricted shares of Registrable Securities then held by such Holder(excluding any Benchmark Securities) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities so requested to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit included in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(bregistration).

Incidental Registration. If the Company at any time proposes to register (other than a registration on Form S-8 or S-4 or any successor or similar forms) any of its equity securities under the Act, whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises the Company in writing that, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEYCustody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. If the Company shall at any time proposes propose to register file a registration statement under the Securi- ties Act for an offering of Common Stock of the Company for cash (other than an offering relating to (i) a registration business combination that is to be filed on Form S-8 or S-4 under the Securities Act (or any successor form thereto) or similar forms(ii) any an employee benefit plan or (iii) securities of the Company convertible into Common Stock where no separate consideration is received by the Company for such Common Stock), the Company shall provide prompt written notice of such proposal to all Holders of Registrable Securities of its equity securities intention to do so and of such Holders' rights under the Act, whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time this Section 3 and shall use its best reasonable efforts to effect include such number or amount of Registrable Securities in such registration statement, which the registration under the Act of all Transfer Restricted Securities held Company has been so requested to register by the HoldersHolders thereof, which request shall be made to the Company within 10 business days after the Holder receives notice from the Company of such proposed registration; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration registra- tion statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall may, at its election, give written notice of such determination to all Holders each Holder of Transfer Restricted Registrable Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Registrable Securities in connection with such proposed registrationregistration (but not from its obligation to pay the registration expenses referred to in Section 5 incurred in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. Notwithstanding the foregoing, the The Holders shall have the absolute right in to revoke their sole discretion not election to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises the Company in writing that, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be have their shares included in such registration by at any time prior to the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis filing of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stockstatement. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. If (i) At any time after the expiration of the Lock-Up Period that the Company at any time proposes determines to register (other than proceed with the preparation and filing of a registration on Form S-8 or S-4 or any successor or similar forms) any of its equity securities statement under the ActSecurities Act in connection with a proposed Public Offering, whether or not for sale for its own accountthe Company will give written notice of such determination to the Employee Stockholders. Upon written request of any Employee Stockholder given within fifteen (15) Business Days after receipt of any such notice from the Company, the Company will, except as herein provided, cause all Registrable Shares held by such Employee Stockholder which have been requested to be included in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts to effect the registration under the Act of all Transfer Restricted Securities held by the Holdersto be included in such registration statement; provided, however, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. (iii) if such registration involves an Underwritten OfferingIf any Public Offering pursuant to this Section 3(a) shall be underwritten on a firm commitment basis, in whole or in part, the Holders participating Company may require that the Common Stock requested for inclusion pursuant to this Section 3(a) be included in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company such Public Offering on the same terms and conditions as apply to the Company; and (ii) ifsecurities otherwise being sold through the underwriters. If, (x) at any time after giving upon the written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date advice of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions managing underwriter of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises the Company in writing that, in its opinionPublic Offering, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend requested to include be included in such registration (including securities of the Company which are not Registrable Shares) exceeds the largest maximum number of securities that which can be sold in such offering without having an adverse effect on such offering, the offering of securities (including the price at which such securities can could be soldoffered), the Company will include in such registration such maximum number of shares of Common Stock as follows: (xA) if such registration has been initiated by one or more of the Company's stockholders holding demand registration rights with the Company pursuant to the Registration Rights Agreement or any similar agreements, then (i) first, all the number of shares of Common Stock requested to be registered by such initiating stockholder(s) and any other holder(s) of the Company's securities which are entitled to sell pro rata with such initiating stockholder(s), pro rata in accordance with the number of shares owned by such stockholders; (ii) second, the number of Registrable Shares requested to be registered by Employee Stockholders and the number of shares of Common Stock requested to be registered by any other holders of Common Stock having equivalent rights under similar agreements, pro rata in accordance with the number of shares owned by such stockholders; and (iii) third, the number of shares of Common Stock proposed to be sold by the Company proposes to sell for its own account; or (B) if such registration has been initiated by the Company, then (i) first, the number of shares of Common Stock proposed to be sold by the Company for its own account; and (yii) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities Registrable Shares requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the Employee Stockholders and number of Transfer Restricted Securities shares of Common Stock requested to be included registered by any other holders of Common Stock having equivalent rights under the Registration Rights Agreement or any similar agreements, pro rata in such registration by the Holders pursuant to Section 3(b) hereof, together accordance with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held shares owned by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stockstockholders. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. If 2.2.1. Each time the Company at shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any time proposes to register of its securities by it or any of its security holders (other than in response to a Registration Request or a registration on Form S-8 or Form S-4 or any successor or similar forms) any of its equity securities under the Act, whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesequivalents), the Company shall give written notice of its determination to all record Holders of Transfer Restricted Securities and, thereupon, shall be relieved Registrable Common (a “Participation Notice”). Upon the written request of its obligation to register a record Holder of any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions Registrable Common given within 20 days after receipt of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises the Company in writing that, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be soldParticipation Notice, the Company will include in such registration (x) firstwill, all the securities the Company proposes to sell for its own account, except as herein provided and (y) second, subject to the extent that provisions of SECTIONS 2.2.3 and 2.3, cause all such Registrable Common, the number record Holders of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to abovewhich have so requested registration thereof, all Transfer Restricted Securities requested to be included in such registration statement, provided that the shares of Preferred Stock submitted for registration shall be converted into Common Stock in such registration statement or such Holder shall deliver a written commitment to the Company to convert such Preferred Stock into shares of Common Stock immediately prior to the closing of the offering covered by such registration statement, all to the extent requisite to permit the sale or other disposition by the Holders prospective seller or sellers of the Registrable Common to be so registered. If any registration pursuant to Section 3(b) hereof this SECTION 2.2 shall be underwritten in whole or in part, the Company may require that the Registrable Common requested for inclusion pursuant to this SECTION 2.2 be included in the underwriting on the same customary terms and conditions as the securities otherwise being sold through the underwriters. 2.2.2. Nothing contained in this Agreement shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it. If the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company’s decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security Holders who wish to proceed with a public offering of their securities and who bear all expenses incurred by the Company thereafter as the result of such registration arising after the Company has decided not to proceed (provided that if in which case all Participating Holders shall bear such expenses pro rata based upon the number of Transfer Restricted Registrable Securities requested that were to be included in the withdrawn registration); provided, however, that such selling security Holders shall not be required to bear the expense of such registration by the Holders if such registration qualifies as a required registration pursuant to Section 3(b) hereof, together with SECTION 2.1 and limitations regarding the number of Transfer Restricted Securities such required registrations have not been exceeded. 2.2.3. If in the good faith judgment of the managing underwriter of any such public offering, the inclusion of all of the Registrable Common originally covered by a request for registration pursuant to this SECTION 2.2 would interfere with the successful marketing of the shares of stock offered by the Company, the shares of stock otherwise to be included in the underwritten public offering shall be reduced pro rata among the security holders in each class of stock requesting such registration in the following order: (i) first, the shares of stock held by entities or persons who are not parties to this Agreement, until such shares are eliminated; and (ii) second, the Registrable Common held by the Holders requesting registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common StockSECTION 2.2. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. If (a) From and after the first anniversary of the Closing Date, if the Company at any time proposes proposes, other than pursuant to Section 2 or 3 of this Agreement, to file a Registration Statement under the Securities Act to register (other than a registration on Form S-8 or S-4 or any successor or similar forms) any of its equity securities Common Shares for public sale under the Act, Securities Act (whether or not proposed to be offered for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer by the Company or resale under the Actby any other Person), it will each such time use its best efforts to effect give prompt written notice (which notice shall specify the registration under the Act intended method or methods of all Transfer Restricted Securities held by the Holders; provided, however, that (idisposition) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice Holder of its intention to do so, and upon the written request of the Holder delivered to the Company within ten Business Days after any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by the Holder), the Company will use commercially reasonable efforts to include in such Registration Statement all Registrable Securities which the Company has been so requested to register by the Holder. (b) If at any securities pursuant to this Section 3(b) and (y) time prior to the effective date of the registration statement filed any Registration Statement described in connection with such registrationsubsection (a), the Company shall determine for any reason not to register proceed with such securitiesregistration, the Company shall may, at its election, give written notice of such determination to all Holders of Transfer Restricted Securities and, thereupon, the Holder and thereupon the Company shall be relieved of its obligation to register any Transfer Restricted such Registrable Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (ic) If a The Company will not be required to effect any registration of Registrable Securities pursuant to this Section 3(bin connection with an offering of securities solely for the account of the Company if the Company shall have been advised in writing (with a copy to the Holder) involves an Underwritten Offering and by a nationally recognized investment banking firm (which may be the managing Underwriter advises underwriter for the offering) selected by the Company in writing that, in its such firm's opinion, the number registration of equity securities (including all Transfer Restricted Securities) which the Company, the Holders Registrable Securities and of any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be included in such registration by Persons having rights to include securities therein at that time may interfere with an orderly sale and distribution of the Holders pursuant securities being sold by the Company in such offering or adversely affect the price of such securities; but if an offering of less than all of the Registrable Securities requested to Section 3(b) hereof (provided that if be registered by the number of Transfer Restricted Securities Holder and other securities requested to be included in such registration by such other Persons would not, in the Holders pursuant opinion of such firm, adversely affect the distribution or price of the securities to Section 3(b) hereofbe sold by the Company in the offering, together with the aggregate number of Transfer Restricted Registrable Securities requested to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds offering by the number Holder shall be reduced pro rata in accordance with the proportion that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested shares proposed to be included in such registration by the Holders pursuant Holder bears to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held shares proposed to be included in such registration by such Holder) the Holder and all other Persons having similar registration rights with respect to the Company's Common Stocksuch Persons. (iid) In The Company shall not be required to give notice of, or effect any registration of Registrable Securities under this Section incidental to, the event registration of an Underwritten Offeringany of its securities in connection with mergers, upon consolidations, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section shall relieve the Company's request, any Holder will execute and deliver a custody agreement and power Company of attorney in form and substance reasonably satisfactory its obligations to the Holders with respect to the Transfer Restricted effect registrations of Registrable Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement Sections 2 and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)3.

Incidental Registration. If the Company 2.1. If, at any time the Company proposes to register any of its equity securities for sale by the Company and/or for sale by Alon Israel Oil Company, Ltd. (the “Company’s Securities”), or for any other person, other than (a) in a registration under Section 3 of this Agreement, (b) a registration on Form S-4 of the Commission or any successor form thereto or (c) a registration on Form S-8 or S-4 of the Commission or any successor or similar forms) any of its equity securities under the Act, whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offeringform thereto, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities Company shall give notice to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and Investor of such intention at least twenty (ii20) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) days prior to the effective date filing of the registration statement filed in connection with such registration. Upon the written request of the Investor given to the Company within ten (10) days after receipt of any such notice, the Company shall determine for include in such registration (subject to Section 2.2 below) all of the Registrable Shares indicated in such request of the Investor, so as to permit the disposition of the shares so requested. Such request of the Investor shall also provide the names of the Holders of the Registrable Shares to be registered and specify the proposed plan of distribution or other method of offer and sale of the Registrable Shares as to which such request is made and the period over which such Registrable Shares will be offered and sold. 2.2. Notwithstanding any reason not to register such securities, other provision of this Section 2: 2.2.1. if the offer and sale of securities being registered is one involving an underwritten public offering of equity securities of the Company shall give written notice to all Holders being made at the election of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities the Company or another Person and if the managing underwriter in connection with such proposed registration. Notwithstanding underwritten public offering of equity securities of the foregoing, Company selected by the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms Company or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter another Person advises the Company in writing that, that in its opinion, the number of equity securities opinion (including all Transfer Restricted Securitiesa) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be included in such registration by the Holders pursuant Company, the Investor and any other Person or Persons or (b) the kind or combination of securities that the Company, the Investor and any other Person or Persons intend to Section 3(binclude in such offering would, in either case, adversely affect the success of such offering, such underwriter’s ability to effect an orderly distribution of such securities or the contemplated price of such securities, (i) hereof the Company will include in such registration: (provided A) first, the Company’s Securities, (B) second, the number of Registrable Shares requested to be included by the Investor and all other Persons entitled to include equity securities of the Company in that registration to the extent that, in the opinion of such underwriter, all such equity securities can be included in such offering without adversely affecting the orderly distribution of such securities or the price at which they can be sold; provided, however, that if the number combination of Transfer Restricted Securities securities to be offered pursuant to such registration is a basis of such managing underwriter’s opinion, (x) the Registrable Shares that shall be included in such registration and offering shall be reduced as described in the immediately preceding clause (i) in this Section 2.2.1 or (y) if such actions would, in the judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect or effects that inclusion of the Registrable Shares requested to be included in such registration by and offering would have on such offering, such Registrable Shares shall be excluded entirely from such registration and offering. The Registrable Shares and other equity securities that are not a part of the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Company’s Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can shall be sold in such offering without having the adverse effect referred to above, included pro rata based on the number of such Transfer Restricted Registrable Securities and other equity securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent Investor and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common StockPersons. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. If the Company at any time after the Company’s Public Offering the Company proposes to register any of its securities for its own account or on behalf of any of its other stockholders (other than in connection with a registration relating solely to the sale of shares to employees), it shall give notice to the Holders of such intention at least 30 days before the announcement of such offering. Upon the written request of any Holder given within 20 days after receipt of any such notice, the Company shall use its commercially reasonable efforts, subject to the provisions of this Section 1.2, to include in such registration all of the Registrable Securities indicated in such request, so as to permit the disposition of the shares so registered, and to cause any Registrable Securities so included in such registration to be listed or included on Form S-8 the same securities exchange as any similar securities registered for the account of the Company or S-4 or on behalf of any successor or similar forms) any other stockholder in such offering. If the managing underwriter advises the Company in writing that marketing factors require a limitation of its equity securities under the Actnumber of shares to be underwritten, whether or not for sale then the number of shares of Common Stock that are entitled to be included in the registration shall be allocated in the following order of priority: first, the Company shall be entitled to register all of the shares of Common Stock the Company wishes to register for its own account, in a manner which would permit registration subject to the provisions of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts to effect the registration under the Act of all Transfer Restricted Securities held by the Holdersthis Section 1.2 and Section 1.3 below; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offeringand second, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoingremaining, the Holders shall have be entitled to register such number of Registrable Securities requested to be registered by them (pro rata to the absolute right in their sole discretion not respective number of Registrable Securities requested by each Holder to participate in any Underwritten Offering be included in the event that registration). For the terms or conditions avoidance of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises the Company in writing that, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) seconddoubt, to the extent that the number of securities that managing underwriter advises the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than in writing that marketing factors require a limitation of the number of equity securities shares to be underwritten, then the number of shares of Common Stock that each Holder may include in a registration may be reduced on a pro rata basis in accordance with the Company has been advised can total amount of Common Stock requested to be sold included in such offering registration (including, without having the adverse effect referred to abovelimitation, all Transfer Restricted Securities Common Stock requested to be included in such registration by the Holders other persons pursuant to Section 3(b) hereof (provided any other agreement or arrangement between such person and the Company). Notwithstanding anything herein to the contrary, the Company may enter into any such agreement or arrangement with any person that if provides such person with the right to include in any registration such person’s registrable securities in accordance with the terms set forth therein; provided, however, that to the extent that the number of Transfer Restricted Securities requested to be included shares of securities in such registration by that are available for such registration is below the Holders pursuant to Section 3(b) hereof, together with the aggregate number of Transfer Restricted Securities securities required to be included in such registration pursuant to clause (x) of this Section 3(b)(i)all arrangements binding upon the Company, exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, then the number of shares of securities that each person (including the Holders) may include in such Transfer Restricted Securities registration may be reduced on a pro rata basis in accordance with the total amount of securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stockregistration. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. (a) If the Company at any time proposes to register any of its Common Stock under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of its equity securities under the ActCompany or (C) in connection with a direct or indirect acquisition by the Company of another company), whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time time, subject to the provisions of Section 5.2(b), give prompt written notice at least 30 days prior to the anticipated filing date of the registration statement relating to such registration to each DLJ Entity and each Other Stockholder, which notice shall set forth such Stockholder's rights under this Section 5.2 and shall offer such Stockholders the opportunity to include in such registration statement such number of shares of Registrable Stock as each such Stockholder may request (an "Incidental Registration"). Upon the written request of any such Stockholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of shares of Registrable Stock intended to be disposed of by such Stockholder), the Company will use its best efforts to effect the registration under the Securities Act of all Transfer Restricted Securities held Registrable Stock which the Company has been so requested to register by such Stockholders, to the Holdersextent requisite to permit the disposition of the Registrable Stock so to be registered; provided, however, provided that (iI) if such registration involves an Underwritten a Public Offering, the Holders participating all such Stockholders requesting to be included in the Underwritten Offering, if requested by an Underwriter, Company's registration must sell their Transfer Restricted Securities Registrable Stock to the Underwriters underwriters selected by the Company as provided in Section 5.4 (f) on the same terms and conditions as apply to the Company; Company and (iiII) if, (x) at any time after giving written notice of its intention to register any securities stock pursuant to this Section 3(b5.2(a) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesstock, the Company shall give written notice to all Holders of Transfer Restricted Securities such Stockholders and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities Registrable Stock in connection with such proposed registrationregistration (without prejudice, however, to rights of any DLJ Entity or Other Stockholder under Section 5.1). Notwithstanding No registration effected under this Section 5.2 shall relieve the foregoing, Company of its obligations to effect a Demand Registration to the Holders shall have the absolute right extent required by Section 5.1. The Company will pay all Registration Expenses in their sole discretion not connection with each registration of Registrable Stock requested pursuant to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactorythis Section 5.2. (ib) If a registration pursuant to this Section 3(b5.2 involves a Public Offering (other than in the case of a Public Offering requested by any DLJ Entity or any of their Permitted Transferees or the Other Stockholders in a Demand Registration; in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.1(d) involves an Underwritten Offering shall apply) and the managing Underwriter underwriter advises the Company in writing that, in its opinionview, the number of equity securities (including all Transfer Restricted Securities) which Shares that the Company, the Holders Company and any other Persons such Stockholders intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be soldMaximum Offering Size, the Company will include in such registration registration, in the following priority, up to the Maximum Offering Size: (xi) first, all so much of the securities Common Stock proposed to be registered by the Company proposes as would not cause the offering to sell for its own account, and exceed the Maximum Offering Size; (yii) second, all Benchmark Shares requested to be included in such registration statement by the extent that DLJ Entities and their Permitted Transferees (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities on the basis of the relative number of securities that the Company proposes shares of Registrable Stock requested to sell for its own account pursuant to Section 3(bbe so included); and (iii) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to abovethird, all Transfer Restricted Securities Registrable Stock other than Benchmark Shares requested to be included in such registration by the Holders any DLJ Entity and its Permitted Transferees or any Other Stockholder pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i)5.2 (allocated, exceeds if necessary for the number that offering not to exceed the Company has been advised can be sold in such offering without having the adverse effect referred to aboveMaximum Offering Size, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders Stockholders on the basis of the relative number of Transfer Restricted Securities then held by shares of Registrable Stock (excluding any Benchmark Shares) so requested to be included in such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stockregistration). (iic) In Notwithstanding the foregoing, in the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power request for inclusion of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered Shares owned by Other Stockholders pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with5.2, the custodian and attorney-in-fact named therein a certificate or certificates representing restrictions contained in the proviso to Section 3.1(d) shall be applicable to any such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)sale.

Incidental Registration. If the Company at any time (but without obligation to do so) the Company proposes to register (including a registration effected by the Company for shareholders other than the Holders) any shares of Common Stock under the Securities Act in connection with the public offering of such shares solely for cash on any form of Registration Statement that would permit the registration of Registrable Securities (other than a registration registration: (i) relating solely to the sale of securities to participants in a the Company stock or stock option plan, (ii) pursuant to a Registration Statement on Form S-8 or S-4 (or any successor forms) or any form that does not include substantially the same information, other than information relating to the selling shareholders or their plan of distribution, as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iii) in connection with any dividend reinvestment or similar formsplan, or (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar business combinations transaction), the Company shall promptly give each Holder written notice of its equity each such registration at least ten (10) days before the anticipated filing date of any such Registration Statement. Such notice shall describe fully the proposed method of distribution of the securities under being registered. If the Act, whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities which the Company gives notice is for offer or resale under a registered public offering involving an underwriting, the ActCompany shall so advise each of the Holders as a part of the written notice given pursuant to this Article. Upon the written request of any Holder (the "Requesting Holders") given within ten (10) calendar days after the delivery of such notice by the Company, it will each the Company shall cause to be registered in such time use its best efforts to effect the registration under the Securities Act all of all Transfer Restricted the Registrable Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if Requesting Holder has so requested by an Underwriter, must sell their Transfer Restricted Securities to be registered. The Company may decline to file a Registration Statement after giving notice to the Underwriters selected by the Company on the same terms Requesting Holders, or withdraw a Registration Statement after filing and conditions as apply to the Company; and (ii) ifafter such notice, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) but prior to the effective date effectiveness thereof, provided that the Company shall promptly notify each Requesting Holder in writing of any such action and provided further that the registration statement filed Company shall bear all out-of-pocket expenses incurred by each Requesting Holder or otherwise in connection with such registrationdeclined or withdrawn Registration Statement. Further, any such declination or withdrawal shall be without prejudice to the rights (if any) of the Requesting Holders immediately to request that such registration be effected as a Demand registration under Article 3. The right of any Holder to have Registrable Securities included in such Registration Statement shall be conditioned upon participation in any underwriting to the extent provided herein. The Company shall not be required to include any Registrable Securities in such underwriting unless the Holders thereof agree to enter into an underwriting agreement in customary form, and upon terms and conditions agreed upon among such Holders, the Company shall determine for any reason not to register such securitiesand the underwriter(s), with the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registrationunderwriter(s) selected by the Company. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in In the event that the terms or conditions of such offering are not satisfactory. (iunderwriter(s) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises shall advise the Company in writing that, in its opinion, that marketing or other factors require a limitation of the number of equity securities (including shares to be underwritten, then the Company shall so advise all Transfer Restricted Securities) which Holders of Registrable Securities that would otherwise be underwritten pursuant hereto. If the underwriters so advise the Company, then, subject to the Holders following sentence, the underwriter(s) may subsequent to such notification exclude some or all of the Registrable Securities from such underwriting and any other Persons intend to include in such registration exceeds the largest number of securities Registrable Securities, if any, that can may be sold without having an adverse effect on such offering, including included in the price at underwriting shall be allocated among all Holders thereof in proportion (as nearly as practicable) to the number of Registrable Securities which such securities can each Holder requested be sold, the Company will include included in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number an "Underwriter Cutback"). No Registrable Securities of securities that the Company proposes to sell for its own account any Holder shall be excluded from such underwriting pursuant to Section 3(b) hereof is less than the number of equity an Underwriter Cutback unless all securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested proposed to be included in such registration by underwriting (other than the Holders pursuant Primary Securities) are similarly excluded on a pro rata basis from such underwriting. Nothing in this Article 4 is intended to Section 3(b) hereof (provided that if diminish the number of Transfer Restricted Securities requested shares to be included sold by the Company in such registration underwriting if its a Company-initiated underwriting. The Company and the underwriter(s) selected by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among make all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights determinations with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offeringtiming, upon the Company's request, any Holder will execute pricing and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory other matters related to the Holders offering, provided that no Holder shall be obligated to sell any Registrable Securities in such offering and may be withdrawn at any time for any reason, including a disagreement with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement timing, pricing and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect matters related to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)offering.

Incidental Registration. (a) If the Company at any time from and after the date hereof, the Company proposes to register any of its securities under the Securities Act (other than a (A) any registration on Form S-8 of public sales or S-4 distributions solely by and for the account of the Company of securities issued (x) pursuant to any employee benefit or similar plan or any successor dividend reinvestment plan, or similar forms(y) any pursuant to a S-4 registration in connection with the acquisition of the Company, or (B) pursuant to Section 2 hereof), either in connection with a primary offering for cash for the account of the Company or a secondary offering, the Company will, each time it intends to effect such a registration, give written notice to all Holders at least ten (10) but no more than thirty (30) business days prior to the expected initial filing of a Registration Statement with the Commission pertaining thereto, informing such Holders of its equity securities under intent to file such Registration Statement, the Actexpected filing date, whether or not for sale for its own account, in a manner which would permit and of the Holders’ rights to request the registration of Transfer Restricted Securities the Registrable Shares held by such Holder (the “Company Notice”). Upon the written request of any Holder made within ten (10) business days after any such Company Notice is given (which request shall specify the Registrable Shares intended to be disposed of by such Holder or its transferees and, unless the applicable registration is intended to effect a primary offering of Shares for offer or resale under cash for the Actaccount of the Company, it the intended method of distribution thereof), the Company will each such time use its reasonable best efforts to effect the registration under the Securities Act of all Transfer Restricted Securities held Registrable Shares which the Company has been so requested to register by such Holders to the extent required to permit the disposition (in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company’s intended method of distribution) of the Registrable Shares so requested to be registered, including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Registration Statement, if required by the Holdersrules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all Holders of Transfer Restricted Securities each Holder and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Transfer Restricted Securities Registrable Shares in connection with such proposed registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), and (B) in the case of a determination to delay such registration. Notwithstanding the foregoing, the Holders Company shall have be permitted to delay registration of any Registrable Shares requested to be included in such Registration Statement for the absolute right same period as the delay in their sole discretion not registering such other securities. The registration rights granted pursuant to participate the provisions of this Section 3(a) shall be in any Underwritten Offering in addition to the event that registration rights granted pursuant to the terms or conditions other provisions of such offering are not satisfactorythis Agreement. (ib) If a The Company shall be required to include in the registration pursuant to this Section 3(b3 the percentage of the Registrable Shares held by the Holders in such registration as will equal the fraction, (x) involves an Underwritten Offering and the managing Underwriter advises the Company in writing that, in its opinion, numerator of which shall be the number of equity securities all the Registrable Shares and (including all Transfer Restricted Securitiesy) the denominator of which shall be the Companynumber of shares of the outstanding capital stock of the Company on a fully-diluted basis, in each case, immediately prior to the effectiveness of such registration statement. The number of Registrable Shares to be included in the Incidental Registration shall be allocated pro rata among the Holders and any other Persons intend to include thereof requesting inclusion in such registration exceeds on the largest basis of the number of securities that can requested to be sold without having an adverse effect on included by all such Holders. (c) If the registration pursuant to this Section 3 is underwritten and in the good faith judgment of the managing underwriter the inclusion of the Registrable Shares requested to be registered would interfere with the successful marking of the offering, including then the price at which number of Registrable Shares to be included in the offering will be reduced to such securities can smaller number with the participation in the offering to be sold, in the Company will include in such registration following order of priority: (x1) first, all the securities to which the Company proposes to sell for its own account, and (y2) second, to the extent that shares of Registrable Shares requested by the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested Holders to be included in such registration by , pro rata among the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included thereof requesting inclusion in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held securities requested to be included by all such HolderHolders, and (3) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's requestthird, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities other securities requested to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)included.

Incidental Registration. If the Company If, at any time commencing 180 days after the date of the prospectus contained in the Registration Statement, the Company proposes to register 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 of 1933, as amended (the "Securities Act") on any form (other than a registration Registration Statement on Form S-4 or S-8 or S-4 or any successor or similar forms) any form for securities to be offered in a transaction of its equity securities the type referred to in Rule 145 under the ActSecurities Act or to employees of the Company pursuant to any employee benefit plan, whether or not respectively) for sale for its own account, in a manner which would permit the general registration of Transfer Restricted the sale of securities for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities for offer or resale under Exchange Act of 1934) of the ActCompany, it will give written notice to each of the Shareholders at least 30 days before the initial filing with the Commission of such time use its best efforts Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to effect the registration under the Act of all Transfer Restricted Securities held be registered by the Holders; providedCompany. The notice shall offer to include in such filing the aggregate number of shares of Restricted Shares as each Shareholder may request. If a Shareholder desires to have the Restricted Shares registered under this Section 1, howeverhe or it shall advise the Company in writing within 15 days after the date of receipt of such offer from the Company, that (i) if setting forth the amount of such Restricted Shares with respect to which registration involves an Underwritten Offeringis requested. The Company shall thereupon include in such filing the number of shares of Restricted Shares with respect to which registration is so requested, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities subject to the Underwriters selected following. In the event that the proposed registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, the Company shall not be required to include any of the Restricted Shares in such underwriting unless the Shareholder agrees to accept the offering on the same terms and conditions as apply the shares of Common Stock, if any, otherwise being sold through underwriters under such registration; provided, however, that: (i) if the managing underwriter determines in good faith and advises the Company in writing that the inclusion of all Restricted Shares proposed to be included by the Shareholders in the underwritten public offering and other issued and outstanding shares of Common Stock proposed to be included therein by persons other than the Shareholders and the Company (the "Other Shares") would jeopardize the successful sale at the desired price of such other securities proposed to be sold by such underwriter or underwriters, then the Company shall be required to include in the offering (in addition to the number of shares to be sold by the Company) only that number of Restricted Shares that the managing underwriter believes will not jeopardize the successful sale at the desired price of such other securities proposed to be sold by such underwriter or underwriters, and the number of Restricted Shares and Other Shares not included in such underwritten public offering shall be reduced pro rata based upon the number of shares of Restricted Shares and Other Shares requested by the holders thereof to be registered in such underwritten public offering; and (ii) ifin each case all shares of Common Stock owned by the Shareholders which are not included in the underwritten public offering shall be withheld from the market by the Shareholder for a period, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesexceed 90 days, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and which the managing Underwriter advises underwriter reasonably determines is necessary in order to effect the Company in writing that, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such underwritten public offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. (a) If the Holding Company at any time proposes or from time to register time shall determine to effect the registration, qualification and/or compliance of any of its Shares (other whether in connection with an offering by the Holding Company or others) (otherwise than pursuant to a registration on Form S-8 a form inappropriate for an underwritten public offering or S-4 relating solely to securities to be issued in a merger, acquisition of the stock or any successor assets of another entity or in a similar formstransaction), then, in each such case, the Holding Company will: (i) any promptly give written notice of its equity the proposed registration, qualification and/or compliance (which shall (A) specify if such registration shall involve an underwritten offering and (B) include a list of the jurisdictions in which the Holding Company intends to register or qualify such securities under the Act, whether applicable blue sky or not for sale for its own account, in a manner which would permit registration other state securities laws) to each holder of Transfer Restricted Securities for offer or resale under the Act, it will each such time any Registrable Shares; and (ii) use its commercially reasonable best efforts to effect include among the registration Shares which it then registers or qualifies all Registrable Shares specified by any holder thereof in a written request or requests, made within 30 days after receipt of such written notice from the Holding Company. (b) The obligations of the Holding Company under this section 12.2 are subject to the Act of all Transfer Restricted Securities held by the Holders; provided, however, that following qualifications: (i) if such registration involves an Underwritten Offeringthe Holding Company shall pay all Registration Expenses related to any registration, the Holders participating in the Underwritten Offering, if qualification or compliance requested by an Underwriter, must sell their Transfer Restricted Securities pursuant to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and this section 12.2; (ii) if, (x) at in connection with any time after giving written notice of its intention to register any securities underwritten offering pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registrationsection 12.2, the Company managing underwriter(s) shall determine for any reason not to register such securities, impose a limitation on the Company shall give written notice to all Holders number or kind of Transfer Restricted Securities and, thereupon, shall securities which may be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate included in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises the Company in writing thatbecause, in its opinionreasonable judgment, such limitation is necessary to effect an orderly public distribution, then the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend Holding Company shall be obligated to include in such registration exceeds statement only such limited portion of the largest number Registrable Shares (which may be none) as is determined in good faith by such managing underwriter, provided that, if any securities are being offered for the account of securities that can be sold without having an adverse effect on such offering, including any Person other than the price at which such securities can be soldHolding Company and the holders of the Registrable Shares, the Company will include reduction in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be Registrable Shares included in such registration shall not represent a greater percentage of the amount of Registrable Shares originally requested to be registered and sold in such registration than the lowest such percentage reduction imposed upon any other Person; (iii) in the case of any underwritten offering, the right of any holder of Registrable Shares to participate in such offering shall be conditioned upon such holder's entering into an underwriting agreement in customary form (and containing other terms and provisions consistent herewith) with the representative(s) of the underwriter(s) selected by the Holders Holding Company; and (iv) in the case of any offering effected pursuant to Section 3(b) hereof (provided that if the demand registration rights granted to the Seller in connection with the Acquisition, the rights of the holders of Registrable Shares to participate in such offering shall be subject to rights of the Seller to limit the number of Transfer Restricted Securities requested to Registrable Shares which may be included in any such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY")registration. The Custody Agreement and Power of Attorney will provide, among other things, that Holding Company hereby agrees to use its commercially reasonable best efforts to cause the Holders will deliver to, and deposit Seller to include the Registrable Shares in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing any such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)registration.

Incidental Registration. If (a) Subject to Section 4.7 of the Company Purchase Agreement, if at any time from and after the date hereof, the Company proposes to register any of its securities under the Securities Act (other than a (A) any registration on Form S-8 of public sales or S-4 distributions solely by and for the account of the Company of securities issued (x) pursuant to any employee benefit or similar plan or any successor dividend reinvestment plan, or similar forms(y) any pursuant to a S-4 registration in connection with the acquisition of the Company, or (B) pursuant to Section 2 hereof), either in connection with a primary offering for cash for the account of the Company or a secondary offering, the Company will, each time it intends to effect such a registration, give written notice to all Holders at least ten (10) but no more than thirty (30) business days prior to the expected initial filing of a Registration Statement with the Commission pertaining thereto, informing such Holders of its equity securities under intent to file such Registration Statement, the Actexpected filing date, whether or not for sale for its own account, in a manner which would permit and of the Holders’ rights to request the registration of Transfer Restricted Securities the Registrable Shares held by such Holder (the “Company Notice”). Upon the written request of any Holder made within ten (10) business days after any such Company Notice is given (which request shall specify the Registrable Shares intended to be disposed of by such Holder or its transferees and, unless the applicable registration is intended to effect a primary offering of Shares for offer or resale under cash for the Actaccount of the Company, it the intended method of distribution thereof), the Company will each such time use its reasonable best efforts to effect the registration under the Securities Act of all Transfer Restricted Securities held Registrable Shares which the Company has been so requested to register by such Holders to the extent required to permit the disposition (in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company’s intended method of distribution) of the Registrable Shares so requested to be registered, including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Registration Statement, if required by the Holdersrules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all Holders of Transfer Restricted Securities each Holder and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Transfer Restricted Securities Registrable Shares in connection with such proposed registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), and (B) in the case of a determination to delay such registration. Notwithstanding the foregoing, the Holders Company shall have be permitted to delay registration of any Registrable Shares requested to be included in such Registration Statement for the absolute right same period as the delay in their sole discretion not registering such other securities. The registration rights granted pursuant to participate the provisions of this Section 3(a) shall be in any Underwritten Offering in addition to the event that registration rights granted pursuant to the terms or conditions other provisions of such offering are not satisfactorythis Agreement. (ib) If a The Company shall be required to include in the registration pursuant to this Section 3(b3 the percentage of the Registrable Shares held by the Holders in such registration as will equal the fraction, (x) involves an Underwritten Offering and the managing Underwriter advises the Company in writing that, in its opinion, numerator of which shall be the number of equity securities all the Registrable Shares and (including all Transfer Restricted Securitiesy) the denominator of which shall be the Companynumber of shares of the outstanding capital stock of the Company on a fully-diluted basis, in each case, immediately prior to the effectiveness of such registration statement. The number of Registrable Shares to be included in the Incidental Registration shall be allocated pro rata among the Holders and any other Persons intend to include thereof requesting inclusion in such registration exceeds on the largest basis of the number of securities that can requested to be sold without having an adverse effect on included by all such Holders. (c) If the registration pursuant to this Section 3 is underwritten and in the good faith judgment of the managing underwriter the inclusion of the Registrable Shares requested to be registered would interfere with the successful marking of the offering, including then the price at which number of Registrable Shares to be included in the offering will be reduced to such securities can smaller number with the participation in the offering to be sold, in the Company will include in such registration following order of priority: (x1) first, all the securities to which the Company proposes to sell for its own account, and (y2) second, to the extent that shares of Registrable Shares requested by the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested Holders to be included in such registration by , pro rata among the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included thereof requesting inclusion in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held securities requested to be included by all such HolderHolders, and (3) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's requestthird, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities other securities requested to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)included.

Incidental Registration. (A) If the Company at any time Corporation proposes to register any of its Common Stock under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms, (ii) relating to Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of its equity securities under the ActCorporation, or (iii) in connection with any acquisition by the Corporation of another business), whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time time, subject to the provisions of Section 11.2(B), give prompt written notice at least thirty (30) days prior to the anticipated filing date of the registration statement relating to such registration to each Holder as of the date of this Agreement, which notice shall set forth such Holder's rights under this Section 11.2 and shall offer such Holders the opportunity to include in such registration statement such number of shares of Registerable Stock as each such Holder may request (an "Incidental Registration"). Upon the written request of any such Holder made within fifteen (15) days after the receipt of notice from the Corporation (which request shall specify the number of shares of Registerable Stock intended to be disposed of by such Holder), the Corporation will use its best efforts to effect the registration under the Securities Act of all Transfer Restricted Securities held Registerable Stock which the Corporation has been so requested to register by such Holders, to the Holdersextent requisite to permit the disposition of the Registerable Stock so to be registered; provided, however, provided that (i) if such registration involves an Underwritten a Public Offering, the all such Holders participating requesting to be included in the Underwritten Offering, if requested by an Underwriter, Corporation's registration must sell their Transfer Restricted Securities Registerable Stock to the Underwriters underwriters selected by the Company as provided in Section 11.4(F) on the same terms and conditions as apply to the Company; Corporation and (ii) if, (x) at any time after giving written notice of its intention to register any securities stock pursuant to this Section 3(b11.2(A) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company Corporation shall determine for any reason not to register such securitiesstock, the Company Corporation shall give written notice to all such Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities Registerable Stock in connection with such proposed registrationregistration (without prejudice, however, to rights of any Holder under Section 11.1). Notwithstanding No registration effected under this Section 11.2 shall relieve the foregoing, Corporation of its obligations to effect a Demand Registration to the Holders shall have the absolute right extent required by Section 11.1. The Corporation will pay all Registration Expenses in their sole discretion not connection with each registration of Registerable Stock requested pursuant to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactorythis Section 11.2. (iB) If a registration pursuant to this Section 3(b11.2 involves a Public Offering (other than a Public Offering pursuant to a Demand Registration as to which the applicable provisions with respect to priority of inclusion in such offering are set forth in Section 11.1(D)) involves an Underwritten Offering and the managing Underwriter underwriter advises the Company in writing Corporation that, in its opinionview, the number of equity securities (including all Transfer Restricted Securities) which shares of Registerable Stock that the Company, the Corporation and such Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be soldMaximum Offering Size, the Company Corporation will include in such registration registration, in the following priority, up to the Maximum Offering Size: (x1) first, all so much of the securities Common Stock proposed to be registered by the Company proposes Corporation as would not cause the offering to sell for its own account, and exceed the Maximum Offering Size; and (y2) second, to the extent that the number all other shares of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities Registerable Stock requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i)(allocated, exceeds if necessary for the number that offering not to exceed the Company has been advised can be sold in such offering without having the adverse effect referred to aboveMaximum Offering Size, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders Persons on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event shares of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities Registerable Stock requested to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(bso included).

Incidental Registration. If the Company at any time proposes to register (other than a registration on Form S-8 or S-4 or any successor or similar forms) any of its equity securities under the Act, whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offeringall Holders, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises the Company in writing that, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that which the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that which the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons person having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEYCustody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. (a) If (but without any obligation to do so) the Company at any time proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Investor) any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 or S-4 or any successor (or similar formsor successor form) any relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), or a registration on Form S-4 (or similar or successor form), it will, prior to such filing, give written notice to the Investor of its equity securities intention to do so. Upon the written request of the Investor given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Securities), the Company shall use its commercially reasonable efforts to cause to be registered under the Act, whether or not for sale for its own account, in a manner which would permit registration Securities Act all of Transfer Restricted the Registrable Securities for offer or resale under that the Act, it will each such time use its best efforts Investor has requested to effect the registration under the Act of all Transfer Restricted Securities held by the Holdersbe registered; provided, however, provided that (i) if such registration involves an Underwritten Offeringunderwritten offering to the public, the Holders participating in the Underwritten Offering, if requested by an Underwriter, Investor must sell their Transfer Restricted its Registrable Securities to the Underwriters underwriters selected by the Company on the same terms and conditions as apply to the CompanyCompany or other selling stockholders; and (ii) if, (x) at any time after giving written notice of its the Company’s intention to register any securities pursuant to this Section 3(b6.1(a) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities the Investor and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Registrable Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders The Company shall have the absolute right in their sole discretion not no obligation under this Section 6.1(a) to participate in make any Underwritten Offering in the event offering of its securities, or to complete an offering of its securities that the terms or conditions of such offering are not satisfactoryit proposes to make. (ib) If a such registration pursuant to Section 3(b) involves an Underwritten Offering and underwritten offering to the public, if the managing Underwriter advises underwriter of the underwritten offering shall inform the Company by letter of the underwriter’s opinion that the number of Registrable Securities requested to be included in writing thatsuch registration would, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on materially adversely affect such offering, including the price at which such securities can be sold, and the Company will has so advised the Investor in writing, then the Company shall include in such registration registration, to the extent of the number that the Company is so advised can be sold in (xor during the time of) such offering, (i) first, all the securities proposed by the Company proposes to sell be sold for its own account, and then (yii) second, to the extent that the number of securities that shares of Common Stock proposed to be sold by the Company proposes to sell for its own account or the Investor pursuant to Section 3(b6.1(a) hereof is less than the number of equity securities shares of Common Stock that the Company has been advised can be sold in such offering without having the material adverse effect referred to above, all Transfer Restricted such Registrable Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities Investor to be included in such registration pursuant to clause (x) of this Section 3(b)(i)6. (c) Notwithstanding the foregoing, exceeds the number that the Company has been advised can shall not be sold in such offering without having the adverse effect referred to aboverequired, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall 6.1, to include any Registrable Securities in a registration statement if such Registrable Securities can then be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered sold pursuant to this Section 3(bRule 144(b)(1)(i) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)Securities Act.

Incidental Registration. i. If the Company at any time proposes to register (other than a registration on Form S-8 or S-4 or any successor or similar forms) any of its equity securities under the Act, whether or not for sale for of its own accountaccord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), in a manner which would permit and if the form of registration statement proposed to be used may be used for the registration of Transfer Restricted Registerable Securities, the Company will give notice to I folder not less than 10 days nor more than 30 days prior to the filing of such registration statement of its intention to proceed with the proposed registration (the "Incidental Registration"), and, upon written request of the Holder made within ten (10) days after the receipt of any such notice (which request will specify the Registerable Securities for offer or resale under intended to be disposed of by the ActHolder and state the intended method of disposition thereof), it the Company will each such time use its best efforts to effect the cause all Registerable Securities of Holder as to which registration has been requested to be registered under the Act of all Transfer Restricted Securities held by the Holders; providedAct, however, provided that (i) if such registration involves is in connection with an Underwritten Offeringunderwritten public offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Holder's Registerable Securities to the Underwriters selected by the Company on be included in such registration shall be offered upon the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any other securities pursuant to included in such registration. Notwithstanding anything contained in this Section 3(b) and (y) prior 1.2 to the effective date of the registration statement filed in connection with such registrationcontrary, the Company shall determine have no obligation to cause Registerable Securities to be registered with respect to any Registerable Securities which shall be eligible for any reason not to register such securities, resale under Rule 144(k) of the Securities Act. ii. If an Incidental Registration is a primary registration on behalf of the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities and is in connection with such proposed registration. Notwithstanding the foregoingan underwritten public offering, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and if the managing Underwriter advises underwriters advise the Company in writing that, that in its opinion, their opinion the number amount of equity securities requested to be included in such registration (including all Transfer Restricted Securities) which whether by the Company, the Holders and Holder, or other holders of the Company's securities pursuant to any other Persons intend rights granted by the Company to include demand inclusion of any such securities in such registration registration) exceeds the largest number amount of such securities that which can be successfully sold without having an adverse effect on in such offering, including the price at which such securities can be sold, the Company will include in such registration the amount of securities requested to be included which in the opinion of such underwriters can be sold, in the following order (xA) first, all of the securities the Company proposes to sell for its own accountsell, and (yB) second, any other securities requested to be included in such registration. pro rata among the extent that holders thereof on the number basis of the amount of such securities then owned by such holders. iii. If an Incidental Registration is a secondary registration on behalf of holders of securities that of the Company proposes to sell for its own account pursuant to Section 3(b) hereof and is less than in connection with an underwritten public offering, and if the number of equity securities that managing underwriters advise the Company has been advised can be sold in such offering without having writing that in their opinion the adverse effect referred to above, all Transfer Restricted Securities amount of securities requested to be included in such registration (whether by such holders, by the Holders Holder, or by holders of the Company's securities pursuant to Section 3(bany other rights granted by the Company to demand inclusion of securities in such registration) hereof exceeds the amount of such securities which can be sold in such offering, the Company will include in, such registration the amount of securities requested to be included which in the opinion of such underwriters can be sold, in the following order (provided that if A) first, all of the number of Transfer Restricted Securities securities requested to be included by holders demanding or requesting such registration, and (B) second, any other securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereofregistration, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders the holders thereof on the basis of the relative number amount of Transfer Restricted Securities such securities then held owned by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stockholders. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. If (a) Subject to Section 8 and the Company other terms and conditions set forth in this Section 3, if at any time proposes to register the Company determines that it shall file a registration statement under the Securities Act (other than a registration statement on Form S-4 or S-8 or S-4 filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any successor or similar formsform that would also permit the registration of the Registrable Stock and such filing is to be on the Company's behalf and/or on behalf of selling holders (including Requesting Holders) any of its equity securities under for the Actsale of shares of Common Stock, whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will Company shall each such time promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 30 days from the date of such notice, and advising such Holders of their right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than 30 days after the date of the Company's notice, the Company shall use its best efforts to effect the registration cause to be registered under the Securities Act all of all Transfer Restricted Securities held by the Holders; providedRegistrable Stock that each such Holder has so requested to be registered. (b) The Company's obligation to include Registrable Stock in a registration statement pursuant to Section 3(a) above is subject to the following limitations, however, that conditions and qualifications: (i) if such registration involves an Underwritten OfferingIf, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention determination to register any its securities pursuant to this Section 3(b) and (y) prior to the effective date of the any registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall may, at its election, give written notice of such determination to all the Holders of Transfer Restricted Securities and, thereupon, and thereupon the Company shall be relieved of its obligation to use any efforts to register any Transfer Restricted Securities Registrable Stock in connection with such proposed aborted registration. Notwithstanding the foregoing; provided, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions provisions of such offering are this clause (i) shall not satisfactoryaffect the obligations of the Company with respect to a Demand Registration. (iii) If a registration pursuant to Section 3(b) involves an Underwritten Offering and If, in the written opinion of the managing Underwriter advises the Company in writing that, in its opinionunderwriter, the number total amount of equity such securities to be so registered, including such Registrable Stock, will exceed the maximum amount (including all Transfer Restricted Securitiesthe "Maximum Offering Size") which of the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of 's securities that can be sold without having an adverse effect on in such offering, including the price at which such securities can be sold, then the Company will shall include in such registration registration, in the following priority up to the Maximum Offering Size: (x) first, all of the securities proposed to be registered for offer and sale by the Company proposes to sell for its own accountCompany, and (y) second, to all of the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities Registrable Stock requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that this Section, allocated, if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in necessary for such offering without having not to exceed the adverse effect referred to aboveMaximum Offering Size, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all the Holders requesting registration of such Holders Registrable Stock on the basis of the relative number of Transfer Restricted Securities then held by shares of Registrable Stock each such HolderHolder has requested to be included in such registration, and (z) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's requestthird, any Holder will execute and deliver a custody agreement and power other securities of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities Company requested to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among by any other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)parties.

Incidental Registration. (a) If the Company shall at any time proposes propose to file a registration statement under the 1933 Act for an offering of Equity Securities of the Company for cash (other than an offering relating to (i) a business combination that is to be filed on Form S-4 under the 1933 Act (or any successor form thereto) or (ii) any employee benefit plan, including, without limitation a stock option or stock purchase plan), the Company shall provide prompt written notice of such proposal to PDH of its intention to do so and of PDH's rights under this Section ------- 2.2 and shall include in such registration statement such number of shares of --- Common Stock which PDH has requested the Company to register (other the "Incidental ---------- Registered Shares"), which request shall be made to the Company within twenty ----------------- (20) days after PDH receives notice from the Company of such proposed registration. Notwithstanding the foregoing: (A) PDH must elect to include a number of shares equal to not less than a registration on Form S-8 or S-4 or any successor or similar formstwo percent (2%) any of its equity securities under the Act, whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating outstanding Common Stock in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities first registration statement in which PDH elects to the Underwriters selected by the Company on the same terms and conditions as apply include shares of Common Stock pursuant to the Companythis Section 2.2; and (iiB) if, (x) at any time after ----------- giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall may, at its election, give written notice of such determination to all Holders of Transfer Restricted Securities PDH and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities the Incidental Registered Shares in connection with such proposed registration. Notwithstanding the foregoingregistration (provided, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event however, that the terms or conditions of Company shall pay the expenses referred to in Section 2.6(b) incurred in connection therewith); (C) if such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) -------------- involves an Underwritten Offering and underwritten offering, PDH must sell all Incidental Registered Shares to the managing Underwriter advises underwriters selected by the Company in writing that, in its opinion, on the number of equity securities (including all Transfer Restricted Securities) which same terms and conditions as those that apply to the Company, the Holders and any other Persons intend to include in with such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offeringdifferences, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights any with respect to indemnification and liability insurance, as may be customary in combined primary and secondary offerings; and (D) if the Company's Company files a secondary shelf registration for resales by a holder or holders of Common Stock. (ii) In , then PDH may only include Incidental Registered Shares therein if it agrees to the event same provisions, if any, as the Company and such holder or holders may have agreed upon regarding the suspension of an Underwritten Offering, sales under such registration upon the Company's request, any Holder will execute and deliver existence of circumstances similar to those described in Section 2.1(a)(iii). If ------------------- a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered registration requested pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with2.2 involves an underwritten ----------- public offering, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares Board of Transfer Restricted Securities (duly endorsed Directors of PDH in blank by the registered owner or owners thereof or accompanied by duly executed stock powers exercise of their fiduciary duty may elect, in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect writing prior to the matters specified thereon. The Holders agree that they will execute distribution of preliminary prospectuses in connection with such other agreements as the Company may reasonably request registration statement, not to further evidence the provision of this Section 3(b)register such securities in connection with such offering.

Incidental Registration. (a) If the Company at any time from and after the date hereof, the Company proposes to register any of its securities under the Securities Act (other than a (A) any registration on Form S-8 of public sales or S-4 distributions solely by and for the account of the Company of securities issued (x) pursuant to any employee benefit or similar plan or any successor dividend reinvestment plan, or similar forms(y) any pursuant to a S-4 registration in connection with the acquisition of the Company, or (B) pursuant to Section 2 hereof), either in connection with a primary offering for cash for the account of the Company or a secondary offering, the Company will, each time it intends to effect such a registration, give written notice to all Holders at least ten (10) but no more than thirty (30) business days prior to the expected initial filing of a Registration Statement with the Commission pertaining thereto, informing such Holders of its equity securities under intent to file such Registration Statement, the Actexpected filing date, whether or not for sale for its own account, in a manner which would permit and of the Holders’ rights to request the registration of Transfer Restricted Securities the Registrable Shares held by such Holder (the “Company Notice”). Upon the written request of any Holder made within ten (10) business days after any such Company Notice is given (which request shall specify the Registrable Shares intended to be disposed of by such Holder or its transferees and, unless the applicable registration is intended to effect a primary offering of Shares for offer or resale under cash for the Actaccount of the Company, it the intended method of distribution thereof), the Company will each such time use its reasonable best efforts to effect the registration under the Securities Act of all Transfer Restricted Securities held Registrable Shares which the Company has been so requested to register by such Holders to the extent required to permit the disposition (in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company’s intended method of distribution) of the Registrable Shares so requested to be registered, including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Registration Statement, if required by the Holdersrules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall may, at its election, give written notice of such determination to all Holders of Transfer Restricted Securities each Holder and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Transfer Restricted Securities Registrable Shares in connection with such proposed registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), and (B) in the case of a determination to delay such registration. Notwithstanding the foregoing, the Holders Company shall have be permitted to delay registration of any Registrable Shares requested to be included in such Registration Statement for the absolute right same period as the delay in their sole discretion not registering such other securities. The registration rights granted pursuant to participate the provisions of this Section 3(a) shall be in any Underwritten Offering in addition to the event that registration rights granted pursuant to the terms or conditions other provisions of such offering are not satisfactorythis Agreement. (ib) If a the registration pursuant to this Section 3(b) involves an Underwritten Offering 3 is underwritten and in the good faith judgment of the managing Underwriter advises underwriter the Company in writing thatinclusion of the Registrable Shares requested to be registered would interfere with the successful marking of the offering, in its opinion, then the number of equity securities Registrable Shares to be included in the offering will be reduced to such smaller number with the participation in the offering to be in the following order of priority: (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x1) first, all the securities to which the Company proposes to sell for its own account, and (y2) second, to the extent that shares of Registrable Shares requested by the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested Holders to be included in such registration by , pro rata among the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included thereof requesting inclusion in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held securities requested to be included by all such HolderHolders, and (3) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's requestthird, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities other securities requested to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)included.

Incidental Registration. If the Company at any time proposes shall determine to register any Ordinary Shares, or any securities convertible into or exchangeable or exercisable for Ordinary Shares, for its own account or for the account of any shareholder (other than (i) a registration relating solely to the sale of securities to participants in a Company benefit plan in Form S-8 or any replacement, (ii) a registration relating to a corporate reorganization or other transaction described under Rule 145 of the Securities Act, or (iii) other transaction registrable on Form F-4 or a registration on Form S-8 any form that does not permit secondary sales or S-4 or any successor or similar forms) any of its equity securities under does not include substantially the Act, whether or not for sale for its own account, same information as would be required to be included in a manner which would permit registration statement covering the sale of Transfer Restricted the Registrable Securities), the Holders shall be entitled to include Registrable Securities for offer or resale under in such registration (and related underwritten offering, if any) (each, an "INCIDENTAL REGISTRATION") on the Actfollowing terms and conditions: (a) The Company shall promptly give written notice of such determination to the Holders, it will each and the Holders shall have the right to request, by written notice given to the Company within fourteen (14) days of the receipt by the Holders of such time use its best efforts to effect the registration under the Act notice of all Transfer Restricted determination, that a specific number of Registrable Securities held by the Holders; providedHolders be included in such Registration Statement; (c) If the proposed registration relates to a firm commitment underwritten offering, howeverthe notice called for by Section 3(a) shall specify the name of the managing underwriter for such offering and the number of securities to be registered for the account of the Company and for the account of any other shareholder of the Company; (d) If the proposed registration relates to a firm commitment underwritten offering, that the Holders must (i) if such registration involves an Underwritten Offering, sell all or a portion of their Registrable Securities on the Holders participating same basis provided in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected underwriting arrangements approved by the Company and (ii) complete and execute all questionnaires, powers of attorney, customary indemnities, lock up agreements, underwriting agreements and other documents on the same basis as other similarly situated selling shareholders (or, if there are no other selling shareholders, as would be customary in a transaction of this type) required under the terms and conditions of such underwriting arrangements or by the SEC; (e) If the managing underwriter for the underwritten offering under the proposed registration to be made by the Company determines that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in such registration in such offering shall be allocated as apply follows: (i) first, the Company or the selling shareholder exercising demand registration rights, as the case may be, shall be permitted to the Companyinclude all Ordinary Shares to be registered thereby; and (ii) ifsecond, the Holders and any other selling shareholder exercising piggyback registration rights shall be allowed to include such amount of Registrable Securities as the managing underwriter(s) deems appropriate (xon a pro rata basis with one another but only to the extent that such pro rata basis applies to the number of Ordinary Shares still retained at the time of such cutback); (f) Holders shall have the right to withdraw their Registrable Securities from the Registration Statement at any time prior to the effective date thereof, but if the same relates to an underwritten offering, they may only do so after giving written notice of its intention the initial filing thereof during the time period and on the terms deemed appropriate by the underwriters for such underwritten offering; and (g) The Company shall have the right to register terminate or withdraw any securities pursuant to registration statement filing under this Section 3(b) and (y) 3 prior to the effective date of the such registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises the Company in writing that, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory liability to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (as a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provideresult thereof, among other things, that whether or not the Holders will deliver to, and deposit elected to include such securities in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)registration.

Incidental Registration. If the Company at any time proposes to register ----------------------- file on its own 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 as a demand registration under Section 2, a registration of securities in connection with a merger, an acquisition, an exchange offer or other business combination or a Registration Statement on Form S-4 or S-8 or S-4 or any successor or similar forms) any form for securities to be offered in a transaction of its equity securities the type referred to in Rule 145 under the ActSecurities Act or to employees of the Company pursuant to any employee benefit plan, whether or not respectively) for sale for its own account, in a manner which would permit the registration of Transfer Restricted Securities for offer or resale under the Actsecurities, it will each give written notice to all Holders at least 30 days before the initial filing with the Commission of such time Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing 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 ("Demanding Security Holder"), shall advise the Company in writing within 10 Business Days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect the registration under the Securities Act of all Transfer Restricted Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registrationshares. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the number distribution of equity the Registrable Securities requested to be included in the registration concurrently with the securities (including all Transfer Restricted Securities) which being registered by the Company, Company or such Demanding Security Holder would materially and adversely affect the Holders and any other Persons intend to include in such registration exceeds the largest number distribution of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, by the Company will include or such Demanding Security Holder, then the Company shall give priority for inclusion in such registration (xa) first, all the securities the Company proposes to sell for its own account, and (y) second, first to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Registrable Securities requested to be included in such registration by (or to such lesser number of Registrable Securities that is equal to the Holders pursuant to Section 3(b) hereof (provided that if number that, in the opinion of the managing underwriters, can be sold, pro rata, among the holders thereof based on the number of Transfer Restricted Registrable Securities owned), (b) second, to the securities, if any, requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause warrants or options issued to the representatives of the underwriters with respect thereto, (xc) of this Section 3(b)(i)third, exceeds to the number securities the Company proposes to include in such registration, (d) fourth, to the securities that the Company has been advised can be sold is otherwise obligated to include in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver toregistration, and deposit in custody with(e) fifth, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree other securities that they will execute such other agreements as the Company may reasonably request desire to further evidence include in such registration. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by the provision of Company. Notwithstanding anything to the contrary in this Section 3(b)3(a) if, at any time after receiving such requests and prior to the effective date of the Registration Statement filed in connection with such registration, Company for any reason decides not to register securities of Company, Company will give written notice of its decision to the holders of Registrable Securities and thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration and (b) if Company determines for any reason to delay such registration, Company may do so by giving written notice of its decision to the holders of Registrable Securities.

Incidental Registration. If Subject to Section 5 hereof and the other terms and conditions set forth in this Section 3, if the Company proposes at any time proposes to register any shares of Common Stock (other than a registration on Form S-8 or S-4 or any successor or similar formsthe "Initially Proposed Shares") any of its equity securities under the ActSecurities Act for sale, whether or not for sale for its own account, in a manner which would permit registration pursuant to an underwritten offering, the Company will promptly give written notice to the Holders of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts Company's intention to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offering(such notice to specify, among other things, the proposed offering price, the kind and number of securities proposed to be registered and the proposed lead distribution arrangements, including identification of the proposed lead underwriter(s)). The Holders participating shall be entitled to include in such registration statements, as a part of such underwritten offering, such number of shares (the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities "Holder Shares") to be sold for the Underwriters selected by account of the Company Holders (on the same terms and conditions as apply the Initially Proposed Shares) as shall be specified in a request in writing delivered to the Company within 20 days after the date upon which the Company gave the aforementioned notice and to designate a co-lead 4 managing underwriter of the offering who shall be compensated on the same basis as the Company; 's designated co-lead managing underwriter. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for a period of 90 days after such registration statement becomes effective. The Company's obligations to include Holder Shares in a registration statement pursuant to this Section 3 is subject to each of the following limitations, conditions and qualifications: (iii) ifIf, (x) at any time after giving written notice of its intention to register effect a registration of any securities pursuant to this Section 3(b) of its shares of Common Stock and (y) prior to the effective date of the any registration statement filed in connection with such registration, the Company shall reasonably determine for any reason not to register any of such securitiesshares, the Company shall may, at its election, give written notice of such determination to all the Holders of Transfer Restricted Securities and, thereupon, and thereupon it shall be relieved of its obligation to use any efforts to register any Transfer Restricted Securities Holder Shares in connection with such proposed aborted registration. Notwithstanding . (ii) If the foregoing, offering is underwritten and the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions co-lead managing underwriter of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering designated by the Company shall inform the Company and the managing Underwriter advises Holders of the Company Holder Shares by letter of its belief that the distribution of all or a specified portion of the Holder Shares would materially interfere with the registration and sale in writing thataccordance with the intended method thereof, in its opinion, of the Initially Proposed Shares (such letter to state the bases of belief and the approximate number of equity securities (including all Transfer Restricted Securities) shares of Common Stock which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can may be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell included for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having such interference), then the adverse effect referred to above, all Transfer Restricted Securities requested number of Holder Shares to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if statement and the number of Transfer Restricted Securities requested Initially Proposed Shares shall each be reduced to such number, if any, that is 50%, respectively, of the number that such co-lead managing underwriter has stated in the letter that can be included marketed successfully. If, as a result of the cutback provisions of the preceding sentence, the Holders are not entitled to include all of the Holder Shares in such registration, such Holders may elect to withdraw their request to include Holder Shares in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEYWithdrawal Election"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. (a) If the Company at any time proposes to register (other than for its own account or for the account of a registration on Form S-8 or S-4 or any successor or similar forms) any of its equity selling shareholder, securities under the 1933 Act on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the 1933 Act, it will, at each such time, give prompt written notice to all Holders of Registrable Securities of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not for sale for such registration will be in connection with an underwritten offering of its own accountCommon Stock and, in if so, the identity of the managing underwriter and whether such offering will be pursuant to a manner which would permit registration "best efforts" or "firm commitment" underwriting). Each Holder of Transfer Restricted Registerable Securities for offer or resale under the Act, it will each such time use its best efforts hereby agrees to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; provided, however, that include all (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving such written notice of its intention to register any of such securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall may, at its election, give written notice of such determination to all Holders each Holder of Transfer Restricted Registrable Securities and, thereupon, and thereupon the Company shall be relieved of its obligation to register any Transfer Restricted Registrable Securities in connection with such proposed registration. Notwithstanding registration (but not from its obligation to pay the foregoing, Registration Expenses in connection therewith to the Holders shall have the absolute right extent provided in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory.Section 2.1(c)); (iii) If a if the registration pursuant to Section 3(b) so proposed by the Company involves an Underwritten Offering underwritten offering of the securities to be registered and the managing Underwriter underwriter thereof advises the Company in writing that, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested proposed to be included in such registration offering by the Holders pursuant to Section 3(b) hereof (provided that if Company and the number of Transfer Restricted shares of Registrable Securities requested proposed to be included in such registration offering by the Holder or Holders pursuant thereof should be limited due to Section 3(b) hereofmarket conditions, together with the Company may require, by written notice to each such Holder, that, to the extent necessary to meet such limitation on the number of Transfer Restricted shares of Registrable Securities that the Holders are permitted to sell, all Holders of Registrable Securities proposing to sell shares of Registrable Securities in such offering shall share pro rata in the number of shares of Registrable Securities to be included in excluded from such registration pursuant to clause (x) of this Section 3(b)(i)offering, exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested sharing to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders based on the basis respective numbers of the relative number shares of Transfer Restricted Registrable Securities then held by such HolderHolders. To the extent any Registerable Securities are required to be excluded from such underwritten offering (the "Excluded Securities"), such Excluded (iii) and all other Persons having similar the Company shall not be obligated to effect any registration rights with respect of Registrable Securities under this Section 2.2 that is incidental to the Company's Common Stockregistration of any of its securities in connection with any merger, acquisition, exchange offer, dividend reinvestment plan or stock option or other employee benefit plan. (iib) In the event The Company will pay all Registration Expenses in connection with each registration of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Registrable Securities to be registered effected by it pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide2.2, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate whether or certificates representing not such shares of Transfer Restricted registration becomes effective or Registerable Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)are sold thereunder.

Incidental Registration. If Subject to Section 5 hereof and the other terms and conditions set forth in this Section 3, if the Company proposes at any time proposes to register any shares of Common Stock (other than a registration on Form S-8 or S-4 or any successor or similar formsthe "Initially Proposed Shares") any of its equity securities under the ActSecurities Act for sale, whether or not for sale for its own account, in a manner which would permit registration pursuant to an underwritten offering, the Company will promptly give written notice to the Holders of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts Company's intention to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offering(such notice to specify, among other things, the proposed offering price, the kind and number of securities proposed to be registered and the proposed lead distribution arrangements, including identification of the proposed lead underwriter(s)). The Holders participating shall be entitled to include in such registration statements, as a part of such underwritten offering, such number of shares (the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities "Holder Shares") to be sold for the Underwriters selected by account of the Company Holders (on the same terms and conditions as apply the Initially Proposed Shares) as shall be specified in a request in writing delivered to the Company within 20 days after the date upon which the Company gave the aforementioned notice and to designate a co-lead managing underwriter of the offering who shall be compensated on the same basis as the Company; 's designated co-lead managing underwriter. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities for a period of 90 days after such registration statement becomes effective. The Company's obligations to include Holder Shares in a registration statement pursuant to this Section 3 is subject to each of the following limitations, conditions and qualifications: (iii) ifIf, (x) at any time after giving written notice of its intention to register effect a registration of any securities pursuant to this Section 3(b) of its shares of Common Stock and (y) prior to the effective date of the any registration statement filed in connection with such registration, the Company shall reasonably determine for any reason not to register any of such securitiesshares, the Company shall may, at its election, give written notice of such determination to all the Holders of Transfer Restricted Securities and, thereupon, and thereupon it shall be relieved of its obligation to use any efforts to register any Transfer Restricted Securities Holder Shares in connection with such proposed aborted registration. Notwithstanding . (ii) If the foregoing, offering is underwritten and the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions co-lead managing underwriter of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering designated by the Company shall inform the Company and the managing Underwriter advises Holders of the Company Holder Shares by letter of its belief that the distribution of all or a specified portion of the Holder Shares would materially interfere with the registration and sale in writing that, in its opinion, accordance with the intended method thereof of the Initially Proposed Shares (such letter to state the bases of belief and the approximate number of equity securities (including all Transfer Restricted Securities) shares of Common Stock which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can may be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell included for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having such interference), then the adverse effect referred to above, all Transfer Restricted Securities requested number of Holder Shares to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if statement and the number of Transfer Restricted Securities requested Initially Proposed Shares shall each be reduced to such number, if any, that is 50%, respectively, of the number that such co- lead managing underwriter has stated in the letter that can be included marketed successfully. If, as a result of the cutback provisions of the preceding sentence, the Holders are not entitled to include all of the Holder Shares in such registration, such Holders may elect to withdraw their request to include Holder Shares in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEYWithdrawal Election"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. If Subject to the terms and conditions set forth in this Section 3, if the Company proposes at any time proposes to register (other than a registration on Form S-8 or S-4 or any successor or similar forms) any of its equity securities (the "Initially Proposed Shares") under the Securities Act, whether or not for sale for its own account, in a manner which would permit registration the Company will promptly give written notice to the Holders of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts intention to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offering(such notice to specify, among other things, the Holders participating in proposed offering price, the Underwritten Offeringkind and number of securities proposed to be registered and the distribution arrangements, including identification of the underwriter(s), if requested by an Underwriterany), must sell their Transfer Restricted Securities and the Holders shall be entitled to include in such registration such number of shares (the Underwriters selected by "Holder Shares") to be sold for the Company account of the Holders (on the same terms and conditions as apply the Initially Proposed Shares) as shall be specified in a request in writing delivered to the Company within 15 days after the receipt of the Company; 's notice. The Company's obligations to include Holder Shares in a registration statement pursuant to this Section 3 is subject to each of the following limitations, conditions and qualifications: (iii) ifIf, (x) at any time after giving the Company gives written notice to the Holders of its intention to register effect a registration of any of its common equity securities pursuant to this Section 3(b(whether or not for its own account) and (y) prior to the effective date of the any registration statement filed in connection with such registration, either the Company (in the case of the Company intending to register securities for its own account) or holders of Company securities (in the case of the Company intending to register securities on behalf of holders of securities other than Registrable Securities) shall determine for any reason not to register any Securities which were theretofore the subject of such securitiesregistration, the Company shall give written notice of such determination to all the Holders of Transfer Restricted Securities and, thereupon, and thereupon it shall be relieved of its obligation to use any efforts to register any Transfer Restricted Securities Holder Shares in connection with such proposed registration. Notwithstanding aborted registration (but not from its obligation to pay the foregoing, Registration Expenses (as defined herein) in connection therewith). (ii) If the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering managing underwriter(s) (in the event that the terms or conditions case of an underwritten offering) of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises shall notify in writing the Company and each Holder who shall have requested the inclusion of Registrable Securities in writing such underwritten offering that, in its opinionthe good faith judgment of such managing underwriter(s), the distribution of all or a specified portion of the Holder Shares would materially interfere with the registration and sale, in accordance with the intended method thereof, of the Initially Proposed Shares, then the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend Holder Shares to include be included in such registration exceeds statement shall be reduced to such number, if any, that, in the largest good faith judgment of such managing underwriter(s), can be included without such interference; provided, however, that, if (1) the Initially Proposed Shares were being registered by the Company for its own account, then the number of securities that can to be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include included in such registration shall be allocated (x) first, all to the securities the Company proposes to sell for its own accountCompany, and (y) second, pro rata among the Holders who have requested the Company to include Registrable Securities in such registration, based upon all holders of Company securities (including the extent that Holders) on the basis of the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in each such offering without having the adverse effect referred to above, all Transfer Restricted Securities Holder shares requested to be included in such registration and (z) third, pro rata among all other statement by the Holders pursuant to Section 3(b) hereof (provided that if such holders of Company securities based upon the number of Transfer Restricted Securities securities each such holder requested be included in such registration; and (2) the Initially Proposed Shares were being registered by the Company for the account of holders of Company securities (other than the Holders), then the number of securities to be included in such registration shall be allocated (x) first, pro rata among all holders of Company securities (other than Holders) based upon the number of securities each such holder requested be included in such registration, and (y) second, pro rata among all holders of Company securities not included in the foregoing clause (x) (including Holders of Registrable Securities)) and = the Company on the basis of the number of shares requested to be included in such registration statement by such holders and the Holders pursuant to Company; (iii) If, as a result of the cutback provisions contained in Section 3(b3(b)(ii) hereof, together with the number Holders are not entitled to include all of Transfer Restricted Securities to be included the Holder Shares in such registration pursuant registration, such Holders may elect to clause withdraw their request to include Holder Shares in such registration. (xiv) of this Section 3(b)(i), exceeds the number that If the Company has been advised can be sold shall so deliver such a request in such offering without having writing to the adverse Holders, each Holder shall not effect referred to aboveany public or private sale or distribution of any Registrable Securities (other than the Holder Shares) during the 15-day period prior to, and during the 45-day period beginning on, the number closing date of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis any underwritten public offering of the relative number shares of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to Common Stock made for the Company's Common Stockown account. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. If the Company (a) If, at any time subsequent to the date of this Agreement, the Company proposes to register register, in an underwritten public offering, any of its equity securities (the "Priority Securities") under the Act (other than a registration on Form S-8 (i) relating to shares issuable upon exercise of employee stock options or S-4 or in connection with any successor employee benefit or similar formsplan of the Company, or (ii) any in connection with an acquisition by the Company of its equity securities under the Act, whether or not for sale for its own account, another company) in a manner which would permit registration of Transfer Restricted the Registerable Securities for offer or resale sale to the public under the Act, it will shall each such time time, give prompt written notice to Investor of its intention to do so and of Investor's rights under this Section 3, at least thirty (30) days prior to the anticipated filing date of the registration statement (a "Company Registration Statement") relating to such registration. Such notice shall provide Investor the opportunity to include in the Company Registration Statement such number of the Registerable Securities as Investor may reasonably request. (b) Upon the written request of Investor made within twenty (20) days after the receipt of the Company's notice (which request shall specify the number of the Registerable Securities requested to be included in the registration), and subject to the provisions of Section 3(c) hereof, the Company will use its best efforts to effect the registration under the Act of all Transfer Restricted Registerable Securities held which the Company has been so requested to register by the HoldersInvestor; provided, howeverPROVIDED, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, Investor must sell their Transfer Restricted such Registerable Securities to the Underwriters underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b3(a) and (y) prior to the effective date of the registration statement Company Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such securitiesthe Priority Securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, Investor and shall thereupon be relieved of its obligation to register any Transfer Restricted of the Registerable Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (ic) If a In connection with any registration pursuant to this Section 3(b) involves an Underwritten Offering and 3, if the managing Underwriter underwriter advises the Company in writing that, in its opiniongood faith view, the number of equity securities (including all Transfer Restricted Registerable Securities) which the Company, the Holders Investor and any other Persons persons intend to include in such registration exceeds the largest number of securities that which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company will include in such registration (xi) first, all the securities the Company proposes to sell for its own accountPriority Securities, and (yii) second, as many securities (including all Registerable Securities) requested to be included in such registration by Investor or persons other than the extent Company; PROVIDED, that if the number of securities that the Company proposes requested to sell for its own account pursuant to Section 3(b) hereof is less than be included in such registration by Investor or such other persons, together with the number of equity securities that Priority Securities, exceeds the number which the Company has been advised by the managing underwriter can be sold in such offering without having the adverse effect referred to above, then the number of securities (including all Transfer Restricted Securities Registerable Securities) requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if Investor or persons other than the Company shall be reduced pro rata among the Investor and such other persons based upon the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number equity securities of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held owned by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stockholders. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. If the Company If, at any time after the First Public Offering, the Company proposes to register any Company Securities under the Securities Act (other than a registration on Form S-8 or S-4 S-4, or any successor or similar forms) , relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of its equity securities under the ActCompany or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time time, subject to the provisions of Section 5.02(b), give prompt written notice at least 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 5.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an "INCIDENTAL REGISTRATION"), subject to the provisions of 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its best all reasonable efforts to effect the registration under the Securities Act of all Transfer Restricted Registrable Securities held that the Company has been so requested to register by all such Shareholders, to the Holders; providedextent requisite to permit the disposition of the Registrable Securities so to be registered, however, provided that (i) if such registration involves an Underwritten underwritten Public Offering, the Holders participating all such Shareholders requesting to be included in the Underwritten Offering, if requested by an Underwriter, Company's registration must sell their Transfer Restricted Registrable Securities to the Underwriters underwriters selected by the Company as provided in Section 5.04(f) on the same terms and conditions as apply to the Company; Company or the Requesting Shareholder, as applicable, and (ii) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b5.02(a) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities such Shareholders and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Registrable Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders No registration effected under this Section 5.02 shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises relieve the Company in writing that, in of its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend obligations to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, a Demand Registration to the extent that the number required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Registrable Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)5.02.

Incidental Registration. If the The Company agrees that at any time it proposes to register any of its securities under the Securities Act for its own account or the account of any other Person (otherwise than pursuant to Section 2.1(a) hereof or in connection with registration statements pursuant to which shares of the Company's Common Stock are registered following anti-dilution adjustments to the Company's publicly traded warrants) on Form S-l or any other form of registration statement (other than a registration on Form S-4 or Form S-8 or S-4 or any successor or similar forms) any of its equity securities under the Act, whether or not then available for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts to effect the registration under the Securities Act of all Transfer Restricted Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to securities of the Company; and (ii) if, (x) it will give at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give least 30 days' advance written notice to all Holders of Transfer Restricted Registrable Securities and, thereupon, shall be relieved of its obligation intention to register do so and upon the written request of the Holder of any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoingRegistrable Securities, the Holders shall have the absolute right in their sole discretion not to participate in given within 15 days after receipt of any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises the Company in writing that, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which notice from the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in each instance, subject to the next paragraph of this Section 2.2, use its best efforts to cause all such registration (x) firstRegistrable Securities held by any such requesting Holder of Registrable Securities to be registered under the Securities Act and registered or qualified under any state securities laws, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that necessary to permit the number sale or other disposition thereof in the manner stated in such request by the prospective seller of securities that the Registrable Securities so registered. Any Holder requesting registration of its Registrable Securities shall in its request describe briefly the manner of any proposed transfer of its Registrable Securities. Nothing in this Section 2.2 shall be deemed to require the Company proposes to sell for proceed with any registration of its own account securities after giving the notice herein provided. Registration pursuant to this Section 3(b2.2 shall be in accordance with, and subject to the provisions of, the "Registration Procedures" set forth in Section 2.1(b) hereof is less than hereof. If the number of equity securities that managing underwriter engaged by the Company has been advised can be sold in such connection with an underwritten public offering without having of the adverse effect referred to above, Company's securities proposed for registration under the Securities Act determines in good faith and for valid business reasons that registration of all Transfer Restricted Registrable Securities requested to be included in such registration by would have a material adverse effect on the marketability or the price of such offering, such managing underwriter shall give prompt written notice of such determination setting forth in reasonable detail the reasons for such determination. In such event, the Company, upon written notice to the Holders pursuant of such Registrable Securities, shall have the right to Section 3(b) hereof (provided that if limit the number of Transfer Restricted Registrable Securities to be registered to the largest number which would not result in such adverse effect on marketability or the price of such offering. Securities shall be included in such registration in the following priority: (i) first, securities to be included by Persons other than the Company exercising demand registration rights, if any, (ii) second, securities to be included by the Company and Registrable Securities pro rata on the basis of the number of securities the Company and each Holder have requested to be included in such registration; and (iii) third, any securities of the Company requested to be included by Persons other than Persons exercising demand rights, the Company or Holders, pro rata in accordance with the number of such securities each such holder has requested to be included in such registration. Notwithstanding the foregoing, in no event shall a limitation result in the registration of a number of Registrable Securities requested to be included in such registration by that comprise less than 20% of the Holders pursuant to Section 3(b) hereof, together with the total number of Transfer Restricted Securities to be securities included in such registration pursuant to clause (x) or such lesser percentage as shall constitute 100% of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the total number of such Transfer Restricted Registrable Securities requested to be included in such registration by registration), other than a limitation resulting from the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis priority of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar a Person exercising demand registration rights with respect to the Company's Common Stock. as provided in clause (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(bi).

Incidental Registration. If Subject to certain limitations set forth in subsection (b) of this Section, each time that the Company at any time proposes to register (other than file under the Act a registration on Form S-8 statement relating, in whole or S-4 or any successor or similar forms) in part, to any of its equity securities securities, the Company shall at least thirty (30) days prior to such filing give written notice of such proposed filing to the holder of outstanding Shares not theretofore registered under the Act, whether or . Upon receipt by the Company not more than ten (10) days thereafter of a written request from the holder for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale Shares under this subsection, subject to the Actprovisions of the succeeding sentence, it will each the Company shall include in such time filing and shall use its best efforts to effect register the registration under Shares as to which the Act of all Transfer Restricted Securities held by the Holders; holder requested registration, provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any equity securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company shall may, at its election, give written notice of such determination to all Holders the holder of Transfer Restricted Securities the Shares and, thereupon, shall be relieved of from its obligation with such registration (but not from its obligation to register any Transfer Restricted Securities pay the registration expenses in connection with such proposed registrationtherewith). Notwithstanding If the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering managing or principal underwriters named in the event that registration statement shall advise the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering Company and the managing Underwriter advises holder that has requested the Company in writing Shares to be registered that, in its opinionthe good faith judgment of such managing or principal underwriters, the number of equity securities (including all Transfer Restricted Securities) shares of common stock which the Companyholder, the Holders Company and any all other Persons intend shareholders have requested be included in such registration statement exceed the number of shares it is advisable to offer and to sell at such time, then the Company shall include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) secondregistration, to the extent that of the number of securities that shares of common stock which the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been so advised can be sold in such offering without having offering, the adverse effect referred shares of common stock that the Company proposes to aboveissue and sell for its own account and the number of shares of common stock to be registered and sold by the holder and all other shareholders requesting registration pursuant to such registration statement shall be appropriately reduced. In such case the number of shares of common stock to be sold after such reduction shall be ratably allocated among the holder and such other shareholders in the same proportion as the original number of shares requested by such Person to be registered bears to a fraction, all Transfer Restricted Securities the numerator of which is the aggregate number of shares to be registered and the denominator of which is the aggregate number of shares requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stockregistered. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. If (a) Subject to Section 8 and the Company other terms and conditions set forth in this Section 3, if at any time proposes to register the Company determines that it shall file a registration statement under the Securities Act (other than a registration statement on Form S-4 or S-8 or S-4 filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any successor or similar formsform that would also permit the registration of the Registrable Stock and such filing is to be on the Company's behalf and/or on behalf of selling holders (including Requesting Holders) any of its equity securities under for the Actsale of shares of Common Stock, whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will Company shall each such time promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 30 days from the date of such notice, and advising such Holders of their right to have Registrable Stock included in such registration. Upon the written request of any Holder received by the Company no later than 30 days after the date of the Company's notice, the Company shall use its best efforts to effect the registration cause to be registered under the Securities Act all of all Transfer Restricted Securities held by the Holders; providedRegistrable Stock that each such Holder has so requested to be registered. (b) The Company's obligation to include Registrable Stock in a registration statement pursuant to Section 3(a) above is subject to the following limitations, however, that conditions and qualifications: (i) if such registration involves an Underwritten OfferingIf, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention determination to register any its securities pursuant to this Section 3(b) and (y) prior to the effective date of the any registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall may, at its election, give written notice of such determination to all the Holders of Transfer Restricted Securities and, thereupon, and thereupon the Company shall be relieved of its obligation to use any efforts to register any Transfer Restricted Securities Registrable Stock in connection with such proposed aborted registration. Notwithstanding the foregoing; PROVIDED, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions provisions of such offering are this clause (i) shall not satisfactoryaffect the obligations of the Company with respect to a Demand Registration. (iii) If a registration pursuant to Section 3(b) involves an Underwritten Offering and If, in the opinion of the managing Underwriter advises the Company in writing that, in its opinionunderwriter, the number total amount of equity such securities to be so registered, including such Registrable Stock, will exceed the maximum amount (including all Transfer Restricted Securitiesthe "MAXIMUM OFFERING SIZE") which of the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of 's securities that can be sold without having an adverse effect on in such offering, including the price at which such securities can be sold, then the Company will shall include in such registration registration, in the following priority up to the Maximum Offering Size: (x) first, all of the securities proposed to be registered for offer and sale by the Company proposes to sell for its own accountCompany, and (y) second, to all of the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities Registrable Stock requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that this Section, allocated, if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in necessary for such offering without having not to exceed the adverse effect referred to aboveMaximum Offering Size, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all the Holders requesting registration of such Holders Registrable Stock on the basis of the relative number of Transfer Restricted Securities then held by shares of Registrable Stock each such HolderHolder has requested to be included in such registration, and (z) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's requestthird, any Holder will execute and deliver a custody agreement and power other securities of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities Company requested to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among by any other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)parties.

Incidental Registration. If the Company at any time after the date hereof proposes to register any of its debt or equity securities (as defined in the Exchange Act) under the Securities Act (other than pursuant to a registration statement on Form S-8 S-4 or S-4 S-8, or any successor or similar forms) any of its equity securities under the Act), whether or not for sale for its own account, in a manner which would permit and the registration form to be used may be used for the registration of Transfer Restricted Securities for offer or resale under the ActRegistrable Securities, it will each time give prompt written notice to the Holders of its intention to do so and, upon the written request of any such time Holder to the Company made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Company shall use its best reasonable efforts to effect the registration under the Securities Act of all Transfer Restricted Registrable Securities held which the Company has been so requested to register by the Holders; providedHolders thereof, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by extent required to permit the Company on disposition (in accordance with the same terms and conditions intended methods thereof as apply aforesaid) of the Registrable Securities so to the Company; and be registered, provided that: (ii1) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) and, prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall may, at its election, give written notice of such determination to all Holders of Transfer Restricted Securities each Holder and, thereupon, the Company shall be relieved of its obligation to register any Transfer Restricted Registrable Securities in connection with such proposed registration. Notwithstanding registration (but not of its obligation to pay the foregoing, the Holders shall have the absolute right registration expenses in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory.connection therewith); and (i2) If if a registration pursuant to this Section 3(b) 2 involves an Underwritten Offering and the managing Underwriter underwriter of such Underwritten Offering advises the Company in writing that, in (with a copy of each Participating Holder) of its opinion, belief that the number amount of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend requested to include be included in such registration exceeds the largest number of securities that amount which can be sold without having in (or during the time of) such offering within an adverse effect on such offeringacceptable price range, including the price at which such securities can be sold, then the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that which the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been so advised can be sold in such (or during the time of) the offering without having the adverse effect referred to aboveas follows: first, all Transfer Restricted securities proposed by the Company to be sold for its own account; second, Approved Piggyback Securities and Registrable Securities held by any Participating Holder or holder of Approved Piggyback Securities, respectively, that has properly requested that its Registrable Securities or Approved Piggyback Securities, respectively, be included in such registration, pro rata, on the basis of the amount of such Registrable Securities or Approved Piggyback Securities held by such holder; and third, all of the securities of the Company duly requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stockstatement. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. If the Company at any time proposes GridAmerica HoldCo shall determine to register any Shares, or any securities convertible into or exchangeable or exercisable for Shares, for its own account or for the account of any stockholder (other than a registration on Form Forms S-4 or S-8 or S-4 any replacement or successor form thereof), any successor GridAmerica Company or similar formsNGUSA Affiliate shall be entitled to include Registrable Securities in such registration (and related underwritten offering, if any) (each, an "Incidental Registration") on the terms and conditions set forth in this Section 6.2. (a) GridAmerica HoldCo promptly shall give written notice of such determination to register such securities to NGUSA and each GridAmerica Company, and NGUSA (on behalf of itself and any NGUSA Affiliate) and each GridAmerica Company shall have the right to request, by written notice given to GridAmerica HoldCo within thirty (30) days of the receipt by them of such notice of determination, that a specific number of Registrable Securities held by an NGUSA and/or an NGUSA Affiliate or such GridAmerica Company be included in such Registration Statement. (b) If the proposed registration relates to an underwritten offering, the notice required by Section 6.2(a) shall specify the name of the managing underwriter for such offering, and if the proposed registration would constitute an IPO, the notice required by Section 6.2(a) shall comply with the terms of Section 6.1(b). (c) If the proposed registration relates to an underwritten offering, any Selling Shareholders desiring to participate in such offering must (i) sell all or a portion of its equity securities Registrable Securities on the same basis provided in the underwriting arrangements approved by GridAmerica HoldCo and (ii) complete and execute all questionnaires, powers of attorney, underwriting agreements and other documents on the same basis as other similarly situated Selling Shareholders (or, if there are no other Selling Shareholders, on the same basis as other selling stockholders or as would be customary in a transaction of this type) reasonably required under the Actterms of such underwriting arrangements or by the SEC. (d) GridAmerica HoldCo shall have the right to terminate or withdraw any registration statement filing under this Section 6.2 prior to the effective date thereof for any reason without liability to any Member as a result thereof, whether or not for sale for its own accountsuch Member has elected to become a Selling Shareholder. In such event, in a manner which would permit registration of Transfer Restricted Securities for offer GridAmerica HoldCo or resale under any Selling Shareholder may elect to continue the Act, it will each such time use its best efforts to effect the registration under the Act of all Transfer Restricted Securities held by the Holdersregistration; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) termination or withdrawal occurs prior to the effective date filing of the initial registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises the Company in writing that, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in SEC, but not otherwise, then such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof election shall be limited to such extent constitute a request for a Demand Registration and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect subject to the Company's Common Stocklimits on Demand Registration requests set forth in this Agreement. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. If Each time the Company at shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any time proposes to register of its securities by it or any of its security holders (other than a registration statement on Form S-8 or S-4 or any successor or similar forms) any a form that does not permit the inclusion of shares by its security holders), the Company will promptly give written notice of its equity securities under determination to all record holders of Purchased Stock (as hereinafter defined). Upon the Actwritten request of a record holder of any shares of Purchased Stock given within 30 days after receipt of any such notice from the Company, whether the Company will, except as herein provided, cause all the shares of Conversion Stock and Warrant Stock, the Purchasers or not for record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts to effect the registration under the Act of all Transfer Restricted Securities held other disposition by the Holdersprospective seller or sellers of the Conversion Stock or Warrant Stock to be so registered; provided, however, that (i) if nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration involves an Underwritten Offeringinitiated by it; provided further, however, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Holders participating Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities at the Company's expense. If any registration pursuant to this Section 11.2 shall be underwritten in whole or in part, the Company may require that the Conversion Stock or Warrant Stock requested for inclusion pursuant to this Section 11.2 be included in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company underwriting on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any securities otherwise being sold through the underwriters. In the event that the Conversion Stock or Warrant Stock requested for inclusion pursuant to this Section 3(b) and (y) prior to the effective date 11.2 would constitute more than 25 % of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Conversion Stock or Warrant Stock originally covered by a request for registration statement filed in connection with such registration, would reduce the number of shares to be offered by the Company shall determine for any reason not to register such securities, or interfere with the Company shall give written notice to all Holders successful marketing of Transfer Restricted Securities and, thereupon, shall be relieved the shares of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding stock offered by the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises the Company in writing that, in its opinionCompany, the number of equity securities shares of Conversion Stock and Warrant Stock otherwise to be included in the underwritten public offering may be reduced pro rata (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest by number of securities shares) among the holders thereof requesting such registration, provided, however, that can be sold without having an adverse effect on after any such offering, including required reduction the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, Conversion Stock and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Transfer Restricted Securities requested Warrant Stock to be included in such registration by offering shall constitute at least 25% of the Holders pursuant to Section 3(b) hereof (provided that if the total number of Transfer Restricted Securities requested shares to be included in such registration by offering. "Purchased Stock" shall mean the Holders pursuant to Section 3(b) hereofPreferred Shares, together with the number Conversion Stock, the Warrants, the Warrant Stock, and the stock or other securities of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold issued in such offering without having the adverse effect referred to abovea stock split or reclassification of, the number of such Transfer Restricted Securities requested to be included or a stock dividend or other distribution on or in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders on the basis substitution or exchange for, or otherwise in connection with, any of the relative number foregoing securities, or in a merger or consolidation involving the Company or a sale of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to or substantially all of the Company's Common Stockassets. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).

Incidental Registration. (a) If during the period commencing on the first (1st) anniversary of the Closing Date and expiring on the date on which the Company’s obligations under this Section 4.02 shall terminate in accordance with the provisions of Section 4.02(d) below, the Company at any time proposes to register (other than a registration on Form S-8 or S-4 or any successor or similar forms) any of its equity securities under the Act, whether or not Securities Act any shares of Common Stock for sale for its own accountaccount or for the account of any other Person, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts other than pursuant to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; provided, however, that Section 4.01 (other than (i) if such registration involves an Underwritten Offeringany Registration Statement relating to any employee benefit or similar plan or any dividend reinvestment plan, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement a Registration Statement filed in connection with such registration, an exchange offer or (iii) in connection with a transaction subject to Rule 145 under the Company shall determine for any reason not to register such securitiesSecurities Act), the Company shall give written notice to all Holders each Holder at least 10 days prior to the initial filing of Transfer Restricted Securities and, thereupon, shall be relieved a Registration Statement with the SEC pertaining thereto (an “INCIDENTAL REGISTRATION STATEMENT”) informing such Holder of its obligation intent to file such Incidental Registration Statement and of such Holder’s rights under this Section 4.02 to request registration of the Registrable Securities held by such Holder. Upon the written request of any Holder made within 10 days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by such Holder, including, if necessary, by filing with the SEC a post-effective amendment or supplement to the Incidental Registration Statement or the related prospectus or any Transfer Restricted document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required, by the rules, regulations or instructions applicable to the registration form used by the Company for such Incidental Registration Statement or by the Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in Act or by any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactoryother rules and regulations thereunder. (ib) If a registration pursuant to this Section 3(b) 4.02 involves an Underwritten Offering and the underwriter or the managing Underwriter advises underwriter, as the case may be, of such Underwritten Offering shall inform the Company in writing and the Selling Holders that, in its opinion, the number amount of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend requested to include be included in such registration exceeds the largest number of securities that amount which can be sold in such offering without having an adverse effect on such offeringadversely affecting the distribution of the securities being offered, including the price at which such securities can be sold, then the Company will include in such registration (x) first, all only the securities the Company proposes to sell for its own account, amount of Registrable Securities and (y) second, to the extent that the number of other securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been so advised can be sold in such offering without having offering; provided, however, that the adverse effect referred Company shall be required to aboveinclude in such required registration: first, all Transfer Restricted the securities initially proposed to be sold pursuant to such Incidental Registration Statement by the Company, and second, the amount of Registrable Securities and other securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been is so advised can be sold in such offering without having the adverse effect referred to aboveoffering, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all the Selling Holders and other security holders of the Company requesting such Holders registration on the basis of the relative number of Transfer Restricted Registrable Securities then and other securities requested to be included by all Selling Holders and other security holders. (c) The Company may, at any time prior to the effective date of an Incidental Registration Statement, revoke such Incidental Registration Statement without liability to any Holder, by providing a written notice of such revocation to the Selling Holders. (d) The Company’s obligations under this Section 4.02 shall terminate after the first date on which: (i) following the first anniversary of the Closing Date, all Registrable Securities held by all members of the Investor Group represent less than 1% of all then Outstanding Shares, or (ii) no member of the Investor Group is an “affiliate” of the Company as such Holderterm is defined in Rule 144 (other than in situations in which the only reason no member of the Investor Group is such an “affiliate” is the Company’s breach of its obligations under Section 2.01) and all other Persons having similar registration rights with respect Registrable Securities held by all members of the Investor Group may be sold to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver public without SEC registration in a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act single transaction under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(bRule 144(k).

Incidental Registration. (a) If during the period commencing on the first (1st) anniversary of the Closing Date and expiring on the date on which the Company's obligations under this Section 4.02 shall terminate in accordance with the provisions of Section 4.02(d) below, the Company at any time proposes to register (other than a registration on Form S-8 or S-4 or any successor or similar forms) any of its equity securities under the Act, whether or not Securities Act any shares of Common Stock for sale for its own accountaccount or for the account of any other Person, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts other than pursuant to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; provided, however, that Section 4.01 (other than (i) if such registration involves an Underwritten Offeringany Registration Statement relating to any employee benefit or similar plan or any dividend reinvestment plan, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any securities pursuant to this Section 3(b) and (y) prior to the effective date of the registration statement a Registration Statement filed in connection with such registration, an exchange offer or (iii) in connection with a transaction subject to Rule 145 under the Company shall determine for any reason not to register such securitiesSecurities Act), the Company shall give written notice to all Holders each Holder at least 10 days prior to the initial filing of Transfer Restricted Securities and, thereupon, shall be relieved a Registration Statement with the SEC pertaining thereto (an "INCIDENTAL REGISTRATION STATEMENT") informing such Holder of its obligation intent to file such Incidental Registration Statement and of such Holder's rights under this Section 4.02 to request registration of the Registrable Securities held by such Holder. Upon the written request of any Holder made within 10 days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by such Holder, including, if necessary, by filing with the SEC a post-effective amendment or supplement to the Incidental Registration Statement or the related prospectus or any Transfer Restricted document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required, by the rules, regulations or instructions applicable to the registration form used by the Company for such Incidental Registration Statement or by the Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in Act or by any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactoryother rules and regulations thereunder. (ib) If a registration pursuant to this Section 3(b) 4.02 involves an Underwritten Offering and the underwriter or the managing Underwriter advises underwriter, as the case may be, of such Underwritten Offering shall inform the Company in writing and the Selling Holders that, in its opinion, the number amount of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend requested to include be included in such registration exceeds the largest number of securities that amount which can be sold in such offering without having an adverse effect on such offeringadversely affecting the distribution of the securities being offered, including the price at which such securities can be sold, then the Company will include in such registration (x) first, all only the securities the Company proposes to sell for its own account, amount of Registrable Securities and (y) second, to the extent that the number of other securities that the Company proposes to sell for its own account pursuant to Section 3(b) hereof is less than the number of equity securities that the Company has been so advised can be sold in such offering without having offering; provided, however, that the adverse effect referred Company shall be required to aboveinclude in such required registration: first, all Transfer Restricted the securities initially proposed to be sold pursuant to such Incidental Registration Statement by the Company, and second, the amount of Registrable Securities and other securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof (provided that if the number of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been is so advised can be sold in such offering without having the adverse effect referred to aboveoffering, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all the Selling Holders and other security holders of the Company requesting such Holders registration on the basis of the relative number of Transfer Restricted Registrable Securities then and other securities requested to be included by all Selling Holders and other security holders. (c) The Company may, at any time prior to the effective date of an Incidental Registration Statement, revoke such Incidental Registration Statement without liability to any Holder, by providing a written notice of such revocation to the Selling Holders. (d) The Company's obligations under this Section 4.02 shall terminate after the first date on which: (i) following the first anniversary of the Closing Date, all Registrable Securities held by all members of the Investor Group represent less than 1% of all then Outstanding Shares, or (ii) no member of the Investor Group is an "affiliate" of the Company as such Holderterm is defined in Rule 144 (other than in situations in which the only reason no member of the Investor Group is such an "affiliate" is the Company's breach of its obligations under Section 2.01) and all other Persons having similar registration rights with respect Registrable Securities held by all members of the Investor Group may be sold to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver public without SEC registration in a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act single transaction under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(bRule 144(k).

Incidental Registration. If Whenever the Company at any time proposes to register file a registration statement (other than a registration on Form S-4 or on Form S-8 or S-4 on any successor form relating to shares issuable in connection with any employee benefit plan (including any option plan) or any transaction of the type to which Rule 145 of the Act or any successor provision is applicable, or similar forms) any dividend reinvestment or direct stock purchase plan for the benefit of its equity securities under the Act, whether or not for sale for its own account, in a manner which would permit registration of Transfer Restricted Securities for offer or resale under the Act, it will each such time use its best efforts to effect the registration under the Act of all Transfer Restricted Securities held by the Holders; provided, however, that (i) if such registration involves an Underwritten Offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Securities to the Underwriters selected by the Company on the same terms and conditions as apply to the Company; and (ii) if's stockholders), (x) at any time after giving and from time to time (a "REGISTRATION"), it will, prior to such filing, give thirty (30) days' prior written notice to the Holders of its intention to register do so and, upon the written request of any securities Holder, given within fifteen (15) days after the Company provides such notice (which request shall state the intended method of distribution of such shares), the Company shall use its reasonable best efforts to cause all such shares which the Company has been requested to include by any Holder, to be included in the Registration; PROVIDED that the Company shall have the right to postpone or withdraw any Registration effected pursuant to this Section 3(b2(c) without obligation to any Holder. The Company will keep such registration statement effective and (y) prior to current under the effective date Securities Act permitting the sale of the Registrable Securities covered thereby for the same period that the registration statement filed in connection with such registration, is maintained effective for other persons (including the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities in connection with such proposed registration. Notwithstanding the foregoing, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactoryCompany) selling thereunder. (i) If a registration pursuant no Holder of Registrable Securities shall be entitled to Section 3(b) involves an Underwritten Offering and the managing Underwriter advises participate in such underwritten offering unless all shares proposed to be sold by the Company in writing that, in its opinion, the number of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold, the Company will include in such registration (x) first, all the securities the Company proposes to sell for its own account, and (y) second, to the extent that the number of securities that the Company proposes to sell for its own account have been included in such underwritten offering, and (ii) after the Company has included its proposed shares, the Limited Partners shall be entitled to include any securities subject to "piggyback registration rights" pursuant to Section 3(b8.07 of the First Amended and Restated Agreement of Limited Partnership of Golf Trust of America, L.P., as amended through and in effect on the date hereof, but including Limited Partners admitted after the date hereof, and (iii) hereof is less than after the Company and the Limited Partners have included their proposed shares, the Holders shall be entitled to include their Registrable Securities in an amount up to the amount that such managing underwriter or underwriters advise may be included therein (as allocated among the Holders pro rata based on the number of equity securities that Registrable Securities each Holder has requested to include therein). In addition, the Company has been advised can shall not be sold required to include any such shares in such underwritten offering without having the adverse effect referred to above, all Transfer Restricted Securities requested to be included in such registration by unless the Holders pursuant to Section 3(b) hereof (provided that if thereof accept the number terms of Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereof, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that offering as agreed upon between the Company has been advised can be sold in such offering without having and the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration underwriters selected by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent it and shall be allocated pro rata among all such Holders on the basis of the relative number of Transfer Restricted Securities then held by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stock. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement an underwriting agreement, including such representations, warranties, covenants, indemnities, opinions and power of attorney other terms as are customary from selling shareholders in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b)underwritten offerings.

Incidental Registration. i. If the Company at any time proposes to register (other than a registration on Form S-8 or S-4 or any successor or similar forms) any of its equity securities under the Act, whether or not for sale for of its own accountaccord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), in a manner which would permit and if the form of registration statement proposed to be used may be used for the registration of Transfer Restricted Registerable Securities, the Company will give notice to Holder not less than 10 days nor more than 30 days prior to the filing of such registration statement of its intention to proceed with the proposed registration (the "Incidental Registration"), and, upon written request of the Holder made within ten (10) days after the receipt of any such notice (which request will specify the Registerable Securities for offer or resale under intended to be disposed of by the ActHolder and state the intended method of disposition thereof'), it the Company will each such time use its best efforts to effect the cause all Registerable Securities of Holder as to which registration has been requested to be registered under the Act of all Transfer Restricted Securities held by the Holders; providedAct, however, provided that (i) if such registration involves is in connection with an Underwritten Offeringunderwritten public offering, the Holders participating in the Underwritten Offering, if requested by an Underwriter, must sell their Transfer Restricted Holder's Registerable Securities to the Underwriters selected by the Company on be included in such registration shall be offered upon the same terms and conditions as apply to the Company; and (ii) if, (x) at any time after giving written notice of its intention to register any other securities pursuant to included in such registration. Notwithstanding anything contained in this Section 3(b) and (y) prior 1.2 to the effective date of the registration statement filed in connection with such registrationcontrary, the Company shall determine have no obligation to cause Registerable Securities to be registered with respect to any Registerable Securities which shall be eligible for any reason not to register such securities, resale under Rule 144(k) of the Securities Act. ii. If an Incidental Registration is a primary registration on behalf of the Company shall give written notice to all Holders of Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Transfer Restricted Securities and is in connection with such proposed registration. Notwithstanding the foregoingan underwritten public offering, the Holders shall have the absolute right in their sole discretion not to participate in any Underwritten Offering in the event that the terms or conditions of such offering are not satisfactory. (i) If a registration pursuant to Section 3(b) involves an Underwritten Offering and if the managing Underwriter advises underwriters advise the Company in writing that, that in its opinion, their opinion the number amount of equity securities (including all Transfer Restricted Securities) which the Company, the Holders and any other Persons intend requested to include be included in such registration (whether by the Company. the Holder, or other holders of the Company's securities pursuant to any other rights granted by the Company to demand inclusion of any such securities in such registration) exceeds the largest number amount of such securities that which can be successfully sold without having an adverse effect on in such offering, including the price at which such securities can be sold, the Company will include in such registration the amount of securities requested to be included which in the opinion of such underwriters can be sold, in the following order (xA) first, all of the securities the Company proposes to sell for its own accountsell, and (yB) second, any other securities requested to he included in such registration, pro rata among the extent that holders thereof on the number basis of the amount of such securities then owned by such holders. iii. If an Incidental Registration is a secondary registration on behalf of holders of securities that of the Company proposes to sell for its own account pursuant to Section 3(b) hereof and is less than in connection with an underwritten public offering, and if the number of equity securities that managing underwriters advise the Company has been advised can be sold in such offering without having writing that in their opinion the adverse effect referred to above, all Transfer Restricted Securities amount of securities requested to be included in such registration (whether by such holders, by the Holders Holder, or by holders of the Company's securities pursuant to Section 3(bany other rights granted by the Company to demand inclusion of securities in such registration) hereof exceeds the amount of such securities which can be sold in such offering, the Company will include in, such registration the amount of securities requested to be included which in the opinion of such underwriters can be sold, in the following order (provided that if A) first, all of the number of Transfer Restricted Securities securities requested to be included by holders demanding or requesting such registration, and (B) second, any other securities requested to be included in such registration by the Holders pursuant to Section 3(b) hereofregistration, together with the number of Transfer Restricted Securities to be included in such registration pursuant to clause (x) of this Section 3(b)(i), exceeds the number that the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Transfer Restricted Securities requested to be included in such registration by the Holders pursuant to Section 3(b)(i) hereof shall be limited to such extent and shall be allocated pro rata among all such Holders the holders thereof on the basis of the relative number amount of Transfer Restricted Securities such securities then held owned by such Holder) and all other Persons having similar registration rights with respect to the Company's Common Stockholders. (ii) In the event of an Underwritten Offering, upon the Company's request, any Holder will execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Holders with respect to the Transfer Restricted Securities to be registered pursuant to this Section 3(b) (a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power of Attorney will provide, among other things, that the Holders will deliver to, and deposit in custody with, the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Transfer Restricted Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as the Holder's agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Holder's behalf with respect to the matters specified thereon. The Holders agree that they will execute such other agreements as the Company may reasonably request to further evidence the provision of this Section 3(b).