Common use of Incidental Registrations Clause in Contracts

Incidental Registrations. If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2.

Incidental Registrations. If (a) Subject to Section 2.2(b), each time the Company at any time proposes shall determine to register any of its equity securities file a Registration Statement under the Securities Act in connection with the proposed offer and sale for its own account cash of any equity securities (including, but not limited to, a Shelf Registration Statement, but other than (i) debt securities that are convertible into equity securities and (ii) shares of Common Stock (A) to be issued solely in connection with the acquisition of any Person or the assets of any Person, (B) issuable upon the exercise of grants under stock-based incentive plans, or (C) issuable pursuant to employee benefits plans, including employee stock purchase plans) either by it or by any holders of its outstanding equity securities (a registration on Form S-4 or S-8 or any successor form“Requesting Holder”), then the Company shall will give prompt written notice of its determination to all holders each Holder and of Registrable Securities regarding such proposed registrationHolder’s rights under this Section 2.2(a), at least ten (10) days prior to the anticipated filing date of such Registration Statement. Upon the written request of any such holder each Holder made within 15 five (5) days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities Shares intended to be disposed of by such holder and the intended method or methods of disposition thereofHolder), the Company shall will use its best efforts to effect the registration under the Securities Act of such all Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, provided that: (a) (i) Shares which the Company shall not include Registrable Securities in such proposed registration has been so timely requested to register by the extent Holders thereof (provided that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price Company will be under no obligation to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration statement filed pursuant to this Section 7.6 2.2(a) Registrable Shares of the GS Entities prior to June 21, 2008), to the extent that required to permit the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price disposition of the securities being sold in such registration and Registrable Shares so to be registered; provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company or the Requesting Holder, as applicable, shall determine for any reason not to register such equity securitiesproceed with the proposed registration of the securities to be sold by the Company or the Requesting Holder, as applicable, the Company may, at its election, give written notice of such determination to each holder Holder and thereupon shall be relieved of Registrable Securities and, thereupon, shall not be obligated its obligation to register any Registrable Securities Shares in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and and (cii) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (orinvolves an underwritten public offering, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder all Holders of Registrable Securities Shares requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such the Company’s registration exceeds must sell their Registrable Shares to the number which can be sold in such offering without materially underwriters on the same terms and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant conditions as apply to this Section 7.6, the Company shall include or the Requesting Holder, as applicable, with such differences, including any with respect to indemnification, as may be customary or appropriate in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, combined primary and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if anysecondary offerings. No registration effected under this Section 7.6 2.2(a) shall relieve the Company from of its obligation obligations to effect registrations under Sections 7.1 upon request pursuant to the terms and 7.2subject to the conditions of Section 2.1. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Shares in any Registration Statement pursuant to this Section 2.2(a) by giving written notice to the Company of its request to withdraw; provided, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Shares in the registration as to which such withdrawal has been made. (b) If a registration pursuant to this Section 2.2 involves an underwritten public offering and the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of securities to be underwritten, then the Registrable Shares that the Holders have requested to be included in such registration pursuant to Section 2.2(a) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter and shall be allocated pro rata, as nearly as practicable, among all requesting Holders on the basis of the relative number of Registrable Shares owned by such Holders on the date notice of the registration is provided pursuant to Section 2.2(a).

Incidental Registrations. If the Company at any (a) Right to Include Registrable Shares. Each time proposes BAMSI shall determine ----------------------------------- to register any of its equity securities file a registration statement under the Securities Act in connection with a proposed offer and sale for its own account cash of any equity securities (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 an offering of debt securities which are convertible into equity securities or S-8 an offering of equity securities in an amount not in excess of 5% of the number of shares of Class A Common Stock outstanding at such time) either by it or by any successor form)holders of its outstanding equity securities, then the Company shall BAMSI will give prompt written notice of its determination to all holders each Holder and of Registrable Securities regarding such proposed registrationHolder's rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Upon the written request of any such holder each Holder made within 15 21 days after the receipt of any such notice from BAMSI, (which request shall specify the number of Registrable Securities Shares intended to be disposed of by such holder and the intended method or methods of disposition thereofHolder), the Company shall BAMSI will use its best efforts to effect the registration under the Securities Act of such all Registrable Securities on a pro rata basis in accordance with such intended method or methods of dispositionShares which BAMSI has been so requested to register by the Holders thereof, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that required to permit the Board shall have determineddisposition of the Registrable Shares so to be registered; provided, after consultation with the managing underwriter for such offeringhowever, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after -------- ------- giving written notice (pursuant to this Section 7.6) of its intention to register equity any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company BAMSI shall determine for any reason not to register such equity securitiesproceed with the proposed registration of the securities to be sold by it, the Company BAMSI may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, Shares and thereupon shall not be obligated relieved of its obligation to register any Registrable Securities Shares in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith), without prejudiceand (ii) if such registration involves an underwritten offering, however, all Holders of Registrable Shares requesting to be included in BAMSI's registration must sell their Registrable Shares to the rights of Xxxxx underwriters on the same terms and conditions as apply to BAMSI, with such differences, including any with respect to indemnification and liability insurance, as may be customary or the Non-Xxxxx Stockholders that appropriate in combined primary and secondary offerings. If a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration requested pursuant to this Section 7.62 involves an underwritten public offering, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder any Holder of Registrable Securities Shares requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds may elect, in writing prior to the number which can be sold in such offering without materially and adversely affecting the offering price effective date of the securities being sold registration statement filed in connection with such registration, then in the case of any registration pursuant not to this Section 7.6, the Company shall include in register such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses securities in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if anyregistration. No registration effected under this Section 7.6 2 shall relieve the Company from BAMSI of its obligation obligations to effect registrations upon request under Sections 7.1 and 7.2Section 4 hereof.

Incidental Registrations. If the Company (a) if, at any time proposes after giving such written notice of its intention to register any Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Other Securities, the Company may, at its election, give written notice of such determination to the Holders, and thereupon the Company shall be relieved of its equity obligation to register the shares of Common Stock requested to be registered in connection with the registration of such Other Securities; (b) if the registration referred to in the first sentence of Section 2(a) hereof is to be an underwritten registration on behalf of the Company, and the managing underwriter(s) advises the Company in writing that, in such firm's opinion, such offering would be materially and adversely affected by the inclusion therein of any of the Common Stock requested to be included therein, the Company shall include in such registration: (i) first, all securities under the Securities Act Company proposes to sell for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form"Company Securities"), then (ii) ------------------ second, up to the full number of shares of Common Stock requested to be included in such registration by Endo LLC, which, in the good faith opinion of such firm, can be so sold without so materially and adversely affecting such offering and (iii) third, an amount of other securities, if any, requested to be included therein in excess of the number or dollar amount of Company Securities and Common Stock of the Holders which, in the opinion of such firm, can be so sold without materially and adversely affecting such offering (allocated among the holders of such other securities in such proportions as such holders and the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereofmay agree), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, provided that:; (a) (ic) the Company shall not include Registrable Securities in such proposed be required to effect any registration of Common Stock under this Section 2 incidental to the extent that the Board registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans; and (d) no registration of Common Stock effected under this Section 2 shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) relieve the Company shall of its obligation to effect a registration of shares of Common Stock pursuant to Section 1.1 hereof and pursuant to the Stockholders Agreement. Notwithstanding the foregoing, a Holder will not include Registrable Securities of any Company Stockholder be entitled to participate in any proposed registration pursuant to this Section 7.6 2 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder affected Person requesting registration of Registrable Securities requesting registration thereofSecurities) that the number participation of securities requested and otherwise proposed to be included in any such registration exceeds Holder would adversely affect the number which can be sold in such offering without materially and adversely affecting or the marketability or offering price of the securities being sold by the Company in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall will pay all Registration Expenses in connection with each any registration of Registrable Securities requested pursuant to under this Section 7.6, 2 and any other actions that may be taken in connection with any such registration as contemplated by this Section 2; provided, however, that each seller of Registrable Securities shall the Company will not be obligated to pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting -------- ------- discounts and or commissions and or transfer taxes, if any. No registration effected under this Section 7.6 shall relieve , relating to the Company from its obligation sale or disposition of shares sold pursuant to effect registrations under Sections 7.1 and 7.2any such registration.

Incidental Registrations. If the Company If, at any time proposes during (and solely during) the Restricted Period, (a) Artal has exercised a demand registration right pursuant to the New Stockholders' Agreement, including Annex A thereto (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the Agreement) (an "Artal Demand Right") and has delivered a demand notice to the Company in connection therewith to cause the Company to register any of its equity securities Artal Shares under the Securities Act for its own account an underwritten, public offering (includingor, but not limited toin connection with a registered, a underwritten offering of Artal Shares pursuant to an effective Shelf Registration Statement, but other than pursuant has delivered a notice to the Company regarding its intention to effect such an offering), or (b) the Company proposes to engage in a registration on Form S-4 of securities in which Artal will be entitled to exercise its incidental registration rights under Section 1.2(a) of Annex A of the New Stockholders' Agreement (as the same may be amended, supplemented or S-8 or any successor formotherwise modified from time to time in accordance with the Agreement) (an "Artal Piggyback"), then the Company shall will each such time give prompt written notice to all holders each Custodian of Registrable Securities regarding Artal's (or the Company's, as the case may be) intention to do so and of Bermore's rights under this Section 1.1, at least (i) with respect to the exercise of an Artal Demand Right, 15 days prior to the anticipated date of the initial filing of the related registration statement (or, in the case of a registered, underwritten offering pursuant to an effective Shelf Registration Statement, 15 days prior to the formal commencement of such registered, underwritten offering of Artal Shares) or (ii) with respect to an Artal Piggyback, 30 days prior to the anticipated date of the initial filing of the related registration statement. Such notice shall state the number of shares requested to be included in such offering by Artal (or, if such number is not known by the Company at the time of delivery of such notice, the Company shall notify Bermore of such number promptly upon receipt thereof) and shall offer Bermore the opportunity to include in such registration statement (or, in the case of an effective Shelf Registration Statement, include in such registered, underwritten offering) a number of Bermore Shares equal to the product of (i) the number of Artal Shares which Artal proposes to sell in the proposed registrationregistered, underwritten offering and (ii) a fraction, (A) the numerator of which is the number of Remaining Bermore Shares and (B) the denominator of which is the number of Remaining Artal Shares. Upon the written request of any such holder made Bermore delivered to Artal and the Company within 15 (i) with respect to the exercise an Artal Demand Right, 10 days after the receipt of any such the Company's notice (which request shall specify the number of Registrable Securities Bermore Shares intended to be disposed of by such holder and Bermore) or (ii) with respect to an Artal Piggyback, 20 days after the receipt of the Company's notice (which request shall specify the number of Bermore Shares intended method or methods to be disposed of disposition thereofby Bermore), the Company shall (and Artal shall use its best efforts do cause the Company to do so), if applicable, use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods all Artal Shares and Bermore Shares of dispositionthe class then being registered which the Company has been so requested to register by Artal and Bermore, to permit the disposition of the Artal Shares and Bermore Shares so to be registered; provided that: (a) , (i) the Company shall investment banker or investment bankers and manager or managers that will manage the offering will be selected (i) with respect to an Artal Demand Right, by Artal or (ii) with respect to an Artal Piggyback, by the Company, and Bermore will not include Registrable Securities have the right to designate or select any underwriters in such proposed registration to the extent that the Board shall have determined, after consultation connection with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) if Bermore elects to participate in such registered, underwritten offering, it must sell the Company shall not include Registrable Securities of any Company Stockholder Bermore Shares to be included in any proposed registration pursuant to this Section 7.6 such offering to the extent underwriters on the same terms and conditions as apply to Artal (except that indemnification obligations of Bermore shall be limited to those obligations set forth in Section 1.7(b)) and complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation terms of such Company Stockholder would materially underwriting arrangements, and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (biii) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and any shares of Common Stock (or, with respect to an effective Shelf Registration Statement, of its intention to sell Artal Shares pursuant to a registered, underwritten offering) pursuant to this Section 1.1 and, prior to the effective date of the related registration statement filed (or, in the case of an effective Shelf Registration Statement, prior to the execution of an underwriting agreement in connection with such registrationthe applicable offering of Artal Shares), Artal (in the case of the exercise of an Artal Demand Right) or the Company (in the case of the exercise of an Artal Piggyback), as the case may be, shall determine for any reason not to register (or, in the case of an effective Shelf Registration Statement, not to sell Artal Shares in a registered, underwritten offering) such equity securitiesshares of Common Stock, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx Artal or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2Company, as the case may be; , shall give written notice to Bermore and , thereupon, (cA) if Artal shall be relieved of its obligation to cause the Company to register (or, in the case of an effective Shelf Registration Statement, sell) any Bermore Shares in connection with a registration pursuant such registered, underwritten offering and (B) the Company shall be relieved of its obligation to this Section 7.6register (or, in the managing underwriter case of an effective Shelf Registration Statement, sell) any Bermore Shares in connection with such registered, underwritten offering. A registration (or, in the case of an offering that is not underwritteneffective Shelf Registration Statement, a nationally recognized investment banking firmsale pursuant to a registered, underwritten offering) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration effected pursuant to this Section 7.6, the Company shall include in such registration 1.1 is referred to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2herein as an "Incidental Registration."

Incidental Registrations. (a) If the Company at any time after the Lock-Up Period has expired proposes to register any of its equity securities Equity Securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 S-8, or any successor form)or other forms promulgated for similar purposes or any registration statement filed pursuant to the Registration Rights Agreement dated December 27, then 2004 among the Company shall and Citigroup Global Markets, Inc. and Deutsche Bank Securities Inc. with respect to the Company’s 4% Convertible Perpetual Preferred Stock, whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all holders Stockholders of Registrable Securities regarding its intention to do so and of such proposed registrationStockholders’ rights under this Agreement. Upon the written request of any such holder Stockholder made within 15 thirty (30) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereofStockholder), the Company shall will use its best commercially reasonable efforts to effect the registration under the Securities Act of such all Registrable Securities on a pro rata basis in accordance with such intended method or methods of dispositionwhich the Company has been so requested to register by the Stockholders thereof; provided, provided that: (a) that (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securitiesproceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Stockholder and, thereupon, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith), without prejudiceand (ii) if such registration involves an underwritten offering, however, all Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the rights of Xxxxx 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 the Non-Xxxxx Stockholders that appropriate in combined primary and secondary offerings. If a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration requested pursuant to this Section 7.6involves an underwritten public offering, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities any Stockholder requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds may elect, in writing prior to the number which can be sold in such offering without materially and adversely affecting the offering price effective date of the securities being sold registration statement filed in connection with such registration, then in the case not to register all or any part of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses securities in connection with each registration of Registrable Securities requested pursuant to such registration. The registrations provided for in this Section 7.63.2 are in addition to, providedand not in lieu of, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this registrations made in accordance with Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.23.1.

Incidental Registrations. If (a) If, at any time, the Company at any time proposes to register any of its equity securities under the Securities Act (including without limitation a registration on request of the Investor Stockholders pursuant to Section 2 above), whether or not for sale for its own account (includingaccount, but not limited toon a form and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall it will each such time give prompt written notice to all holders of Registrable Securities regarding 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. Upon , and upon the written request of any such holder made delivered to the Company within 15 thirty (30) days after the receipt giving of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall will use its best efforts to effect the registration under the Securities Act of such all Registrable Securities on a pro rata basis which the Company has been so requested to register by the holders of Registrable Securities, to the extent requisite to permit the disposition (in accordance with such the intended method or methods thereof as aforesaid) of dispositionthe Registrable Securities so to be registered, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving such written notice (pursuant to this Section 7.6) of its intention to register equity any of its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, and thereupon shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewiththerewith as provided in Section 3(b)), without prejudice, however, prejudice however to the rights of Xxxxx or the Non-Xxxxx Investor Stockholders to request that a such registration be effected as a registration under Sections 7.1 or 7.2, as the case may be; andSection 2(a); (cii) if in connection with the registration so proposed by the Company involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a registration pursuant to this Section 7.6firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and the managing underwriter of such registration (or, in the case of an underwritten offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing that, in its opinion, the distribution of all or a specified portion of the Registrable Securities which the Stockholders have requested the Company to register in accordance with this Section 3(a) concurrently with the securities being distributed by such underwriters will materially and adversely affect the distribution of such securities by such underwriters (with a copy such opinion to state the reasons therefor), then the Company will promptly furnish each such holder of Registrable Securities requesting with a copy of such opinion and may deny, by written notice to each such holder accompanying such opinion, the registration thereof) that the number of securities requested and otherwise proposed all or a specified portion of such Registrable Securities (in case of a denial as to a portion of such Registrable Securities, such portion to be included in allocated Pro Rata among such holders), after giving effect to any priorities with respect to registration exceeds of holders of Registrable Securities under registration rights granted prior to the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, Second Restructuring Date; and (iii) the Company shall include in such not be obligated to effect any registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). under this Section 3 incidental to the registration of any of its securities in connection with dividend reinvestment plans or stock option or other employee benefit plans. (b) The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.23.

Incidental Registrations. If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statementshelf registration statement on Form S-3, but other than pursuant to a registration on Form S-4 or S-8 or any successor form)) whether or not for sale for its own account, then the Company shall give prompt written notice (but in no event less than 30 days prior to the initial filing with respect thereto) to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, ; provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Management Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.62; (b) if, at any time after giving written notice (pursuant to this Section 7.62) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may beSection 1.1; and (c) if in connection with a registration pursuant to this Section 7.62, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting requesting. registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.62, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company StockholdersManagement Stockholders requesting inclusion in such registration, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, 2; provided that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any, in respect of the Registrable Securities being registered for such seller. No registration effected under this Section 7.6 2 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2Section 1.1.

Incidental Registrations. If the Company at any time proposes prior to register the date on which the Registration statement becomes effective, JAKKS shall file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with an acquisition of any successor formentity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company JAKKS shall give prompt written notice send to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give each Shareholder written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration if within fifteen (but shall nevertheless pay 15) days after the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter date of such registration (ornotice, any Shareholder shall so request in the case of an offering that is not underwrittenwriting, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, the Company JAKKS shall include in such registration to the extent Registration Statement all or any part of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxxsuch Shareholder requests to be registered, except that if, in connection with any underwritten public offering, the Outside Stockholders and the Company Stockholders, on managing underwriter(s) thereof shall impose a pro rata basis (based limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then JAKKS shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities owned with respect to which such Shareholder has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Shareholders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by each such Stockholder)Shareholders; provided, however, that JAKKS shall not exclude any Registrable Securities unless JAKKS has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement. The Company shall pay all Registration Expenses in connection with each No right to registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 2.2 shall relieve be construed to limit any registration required under Section 2.1 hereof. If an offering in connection with which a Shareholder is entitled to registration under this Section 2.2 is an underwritten offering, then each Shareholder whose Registrable Securities are included in such Registration Statement shall, unless otherwise agreed by JAKKS, offer and sell such Registrable Securities in an underwritten offering using the Company from its obligation same underwriter or underwriters and, subject to effect registrations under Sections 7.1 the provisions of this Agreement, on the same terms and 7.2conditions as other shares of Common Stock included in such underwritten offering.

Incidental Registrations. (a) If the Company at any time after the date hereof proposes to register any of its equity securities Equity Securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 S-8, or any successor formor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the Company shall public under the Securities Act, it will, at each such time, give prompt written notice to all holders Holders of Registrable Securities regarding its intention to do so and of such proposed registrationHolders’ rights under this Article IV. Upon the written request of any such holder Holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereofHolder), the Company shall will use its reasonable best efforts to effect the registration under the Securities Act of such all Registrable Securities on a pro rata basis in accordance with such intended method or methods of dispositionwhich the Company has been so requested to register by the Holders thereof; provided, provided that: (a) that (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registrationany securities, the Company shall determine for any reason not to register such equity securitiesproceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith), without prejudice(ii) if such registration involves an underwritten offering, however, all Holders requesting to be included in the Company’s registration must sell their Registrable Securities to the rights of Xxxxx or underwriters selected by the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2Company 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, and (iii) in no event shall the case may be; and (c) if in connection with a Company be required to effect more than one registration pursuant to this Section 7.64.1 within eighteen (18) months from the date hereof. If a registration requested pursuant to this Section involves an underwritten public offering, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities any Holder requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds may elect, in writing prior to the number which can be sold in such offering without materially and adversely affecting the offering price effective date of the securities being sold registration statement filed in connection with such registration, then in the case not to register all or any part of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses securities in connection with each registration of Registrable Securities requested pursuant to such registration. The registrations provided for in this Section 7.64.1 are in addition to, providedand not in lieu of, that each seller registrations made upon the request of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Lightyear in accordance with Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.24.2.

Incidental Registrations. (a) If the Company at any time after the date hereof proposes to register any of its equity securities Equity Securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 S-8, or any successor formor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the Company shall public under the Securities Act, it will, at each such time, give prompt written notice to all holders Holders of Registrable Securities regarding its intention to do so and of such proposed registrationHolders’ rights under this Article IV. Upon the written request of any such holder Holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereofHolder), the Company shall will use its reasonable best efforts to effect the registration under the Securities Act of such all Registrable Securities on a pro rata basis in accordance with such intended method or methods of dispositionwhich the Company has been so requested to register by the Holders thereof; provided, provided that: (a) that (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registrationany securities, the Company shall determine for any reason not to register such equity securitiesproceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith), without prejudiceand (ii) if such registration involves an underwritten offering, however, all Holders requesting to be included in the Company’s registration must sell their Registrable Securities to the rights of Xxxxx 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 the Non-Xxxxx Stockholders that appropriate in combined primary and secondary offerings. If a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration requested pursuant to this Section 7.6involves an underwritten public offering, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities any Holder requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds may elect, in writing prior to the number which can be sold in such offering without materially and adversely affecting the offering price effective date of the securities being sold registration statement filed in connection with such registration, then in the case not to register all or any part of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses securities in connection with each registration of Registrable Securities requested pursuant to such registration. The registrations provided for in this Section 7.64.1 are in addition to, providedand not in lieu of, that each seller registrations made upon the request of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Lightyear in accordance with Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.24.2.

Incidental Registrations. If the Company at any time proposes to register the offer and sale of any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 (x) an employee equity compensation plan, including an option plan, or S-8 (y) an acquisition, strategic or any successor formbusiness combination transaction), then the Company shall will give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall will use its best efforts to effect effect, in connection with such proposed registration by the Company, the registration under the Securities Act of the offer and sale of such Registrable Securities on a pro rata basis (based on the number of Registrable Securities owned by each holder of Registrable Securities) in accordance with such intended method or methods of disposition, provided that: (a) (i) if such registration shall be in connection with an IPO, the Company shall not include any Registrable Securities in such proposed registration to the extent that if the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect is not in the offering price best interests of the Company to include any Registrable Securities in such registration and (ii) the Company shall not include any Registrable Securities of any Company Management Stockholder in any proposed registration pursuant to this Section 7.6 2 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause subsection (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first paragraph of this Section 2. The Company shall use its commercially reasonable best efforts to persuade the managing underwriter not to make or to minimize the determination set forth in the preceding sentence of this Section 7.62(a); (b) if, at any time after giving written notice (pursuant to this Section 7.62) of its intention to register the offer and sale of equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the offer and sale of such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register the offer and sale of any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx the THL Parties, on behalf of the THL Group, or the Non-Xxxxx Stockholders RLB to request that a registration be effected under Sections 7.1 Section 1.1 or 7.21.2, as the case may be; and; (c) if if, in connection with a registration pursuant to this Section 7.62, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registrationprice, then in the case of any registration pursuant to this Section 7.62, the Company shall will include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, Company in such registration for its own account and second, the Registrable Securities of Xxxxxthe THL Group, the Outside Stockholders Third Party Investors and the Company StockholdersManagement Stockholders being sold by them in such registration pursuant to this Section 2, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholderholder of Registrable Securities). The ; (d) the Company shall will pay all Registration Expenses in connection with each registration of the offer and sale of Registrable Securities requested pursuant to this Section 7.62, including the reasonable fees and expenses of one counsel selected by the Management Stockholders by a majority vote (and reasonably acceptable to the Company) to represent the Management Stockholders and the Third Party Investors; provided, however, that if such counsel has a conflict of interest that would prevent such counsel from representing both the Management Stockholders and the Third Party Investors, the Company will pay all Registration Expenses in connection with each registration of the offer and sale of Registrable Securities requested pursuant to this Section 2, including the reasonable fees and expenses of one counsel selected by the Management Stockholders by a majority vote (and reasonably acceptable to the Company) to represent the Management Stockholders and one counsel selected by the Third Party Investors by a majority vote (and reasonably acceptable to the Company) to represent the Third Party Investors; provided, further, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 2 shall relieve the Company from its obligation to effect registrations under Sections 7.1 1.1 and 7.21.2; (e) notwithstanding the intended method or methods specified by a holder of Registrable Securities, in the event that the registration giving rise to the registration rights in this Section 2 is to be effected pursuant to an underwritten offering, then such method of distribution shall be pursuant to such underwritten offering and in the event that the registration giving rise to the registration rights in this Section 2 is to be effected pursuant to a "shelf" registration, then such method of distribution shall be pursuant to such "shelf" registration, and the duration thereof shall not be longer than that of such "shelf" registration. (f) the Company shall have no obligation under this Section 2 to use its best efforts to effect any registration of any shares of Registrable Securities which any Third Party Investors or Management Stockholder (other than RLB) has requested be registered, unless shares of Registrable Securities owned by members of the THL Group shall be included in such registration or unless the THL Parties determine otherwise; (g) the Company shall not be required to effect any registration of Registrable Securities under this Section 2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans; and (h) in the event of an underwritten IPO covering shares of Common Stock for the account of the Company, the THL Parties shall have the right by written notification to the Company at any time to convert such registration into a registration of shares of Registrable Securities pursuant to and governed by the provisions of Section 2.

Incidental Registrations. If the Company Issuer, at any time following the six month anniversary of the closing of an IPO, proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form)) or on behalf of any holder other than the Stockholders, then the Company shall Issuer will give prompt written notice to all holders of Registrable Securities Stockholders regarding such proposed registration. Upon the written request of any such holder Stockholder made within 15 days Business Days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder Stockholder and the intended method or methods of disposition thereof), the Company shall use its best efforts Issuer will, subject to effect the registration Parent's purchase right under the Securities Act of Section 3.1 and Section 6.3, include such Registrable Securities in such registration on a pro rata basis in accordance with such intended method or methods of disposition, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) 2.3 of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Issuer shall determine for any reason not to register such equity securities, the Company Issuer may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the any rights of Xxxxx or the Non-Xxxxx Stockholders that to request a registration be effected under Sections 7.1 in accordance with Section 2.1 or 7.2, as the case may be; andSection 2.2; (cb) subject to Section 6.2, if in connection with a registration pursuant to this Section 7.62.3, the managing underwriter bookrunning managers of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firmNationally Recognized Investment Bank) shall advise the Company Issuer in writing (with a copy to each holder of Registrable Securities requesting registration thereofthe applicable Stockholders) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registrationprice, then in the case of any registration pursuant to this Section 7.62.3, the Company shall Issuer will include in such registration to the extent of the number which the Company Issuer is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the CompanyIssuer or the Person for whose account the registration is being effected, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, (on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company ) that are reasonably required to be registered and sold to cause the aggregate gross proceeds to the Stockholders during such calendar year to be equal to the Target Amount for such year, and third, the shares of Issuer Common Stock held by any Person not referred to above; and (c) any Stockholder shall pay all Registration Expenses in connection with each registration have the right to withdraw such Stockholder's request for inclusion of such Stockholder's Registrable Securities requested in any registration statement pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses 2.3 by giving written notice to the extent required Issuer of such withdrawal at any time prior to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if anythe printing of the Preliminary Prospectus. No registration effected under in accordance with this Section 7.6 2.3 shall relieve the Company Issuer from its obligation to effect registrations a registration under Sections 7.1 and 7.2Section 2.1 or Section 2.2, it being agreed that any gross offering proceeds realized by the Stockholders pursuant to a registration in accordance with this Section 2.3 (such proceeds to include for this purpose, if applicable, any amounts in respect of Registrable Securities purchased by the bookrunning managers pursuant to the exercise of their overallotment option) shall be taken into account for purposes of Section 2.1 or Section 2.2, as applicable, in measuring the aggregate gross proceeds realized in a given calendar year.

Incidental Registrations. If the Company at any time proposes to ------------------------ register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to Sec tion 1 or a registration on Form S-4 or S-8 or any successor form), then and the Company shall registration form to be used may be used for the registration of Registrable Securities, it will give prompt written notice to all holders of Registrable Securities regarding such proposed registrationof its intention to do so. Upon the written request of any such holder made within 15 20 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall will use its best efforts to effect the registration under the Securities Act of all such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, provided that:: -------- (a) if such registration shall be in connection with an initial public offering by the Company, (i) the Company shall not include any - Registrable Securities in such proposed registration to the extent that if the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect is not in the offering price best interests of the Company to include any Registrable Securities in such registration and (ii) the Company shall -- not include any Registrable Securities of MJD Partners, any Company MJD Principal or any Management Stockholder in any such proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, if each Investor Stockholder does not include any of its Registrable Securities in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine such proposed registration because it believes in good faith that the participation inclusion of such Company Stockholder securities would materially and adversely affect not be in the marketability or the offering price best interests of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6Company; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Investor Stockholders to request that a registration be effected under Sections 7.1 or 7.2, as the case may beSection 1; and (c) if in connection with a registration pursuant to this Section 7.62 involves an underwritten offering, and the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized an investment banking firmbanker) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6offering, the Company shall will include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effectoffering, first, the ----- securities, if any, being sold by the Company, and second, the Registrable ------ Securities of Xxxxxthe Investor Stockholders, MJD Partners, the Outside Stockholders MJD Principals and the Company StockholdersManagement Stockholders requesting registration thereof, pro rata, --- ---- among such holders, on a pro rata the basis (based on of the number of shares Registrable Securities requested to be included by such holders, and third, the Registrable ----- Securities of each other holder requesting registration thereof, pro rata, --- ---- among such holders, on the basis of the number of Registrable Securities owned requested to be included by each such Stockholder)holders. Notwithstanding the foregoing, neither MJD Partners nor any MJD Principal nor any Management Stockholder will be entitled to participate in any such registration if the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of management would adversely affect the marketability or offering price of the securities being sold by the Company in such registration. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.62, provided, provided that each seller of Registrable Securities shall pay all Registration -------- Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if anylaw. No registration effected under this Section 7.6 2 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2Section 1.

Incidental Registrations. If the Company at any Each time that ANTEC proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 effected solely to implement an employee benefit or S-8 stock option plan or to sell shares obtained under any employee benefit or stock option plan or a transaction to which Rule 145 or any successor form), then other similar rule of the Company shall Commission under the Securities Act is applicable) ANTEC will give prompt written notice to the Stockholders of its intention to do so. Each of the Stockholders may give ANTEC a written request to register all holders or some of its Registrable Securities regarding such proposed registration. Upon Shares in the registration described in the written notice from ANTEC as set forth in the foregoing sentence, provided that such written request of any such holder made is given within 15 20 days after the receipt of any such notice from ANTEC (which with such request shall specify stating (i) the number amount of Registrable Securities to be disposed of and the intended method of disposition of such Registrable Securities and (ii) any other information reasonably requested by ANTEC to properly effect the registration of such Registrable Securities). Upon receipt of such request, ANTEC will use its best efforts to cause promptly all such Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration be registered under the Securities Act of such Registrable Securities on a pro rata basis so as to permit their sale or other disposition (in accordance with the intended methods set forth in the request for registration), unless the sale is a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith in writing that the inclusion of such intended method securities would adversely affect the offering, in which case the number of shares to be offered for the accounts of the Selling Stockholders shall be reduced or methods limited in proportion to the number of disposition, provided that: (a) (i) the Company shall not include Registrable Securities in shares owned by such proposed registration Selling Stockholders to the extent that necessary to reduce the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the total number of securities requested and otherwise proposed shares to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in amount recommended by such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, managing underwriting; provided, that each seller if securities are being offered for the account of Registrable Securities other persons or entities as well as ANTEC, such reduction shall pay all Registration Expenses to be made pro rata from the extent required securities intended to be paid offered by such seller under applicable law persons and all underwriting discounts and commissions and transfer taxes, if anyfrom the Selling Stockholders. No registration effected ANTEC's obligations under this Section 7.6 2 shall relieve apply to a registration to be effected for securities to be sold for the Company from its obligation account of ANTEC as well as a registration statement which includes securities to effect registrations under Sections 7.1 and 7.2be offered for the account of other holders of ANTEC equity securities.

Incidental Registrations. If (a) If, at any time, the Company at any time proposes to register any of its equity securities under the Securities Act (including without limitation a registration on request of the Investor Stockholders pursuant to Section 2 above), whether or not for sale for its own account (includingaccount, but not limited toon a form and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall it will each such time give prompt written notice to all holders of Registrable Securities regarding 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. Upon , and upon the written request of any such holder made delivered to the Company within 15 thirty (30) days after the receipt giving of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall will use its best efforts to effect the registration under the Securities Act of such all Registrable Securities on a pro rata basis which the Company has been so requested to register by the holders of Registrable Securities, to the extent requisite to permit the disposition (in accordance with such the intended method or methods thereof as aforesaid) of dispositionthe Registrable Securities so to be registered, provided PROVIDED that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving such written notice (pursuant to this Section 7.6) of its intention to register equity any of its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, and thereupon shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewiththerewith as provided in Section 3(b)), without prejudice, however, prejudice however to the rights of Xxxxx or the Non-Xxxxx Investor Stockholders to request that a such registration be effected as a registration under Sections 7.1 or 7.2, as the case may be; andSection 2(a); (cii) if in connection with the registration so proposed by the Company involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a registration pursuant to this Section 7.6firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and the managing underwriter of such registration (or, in the case of an underwritten offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing that, in its opinion, the distribution of all or a specified portion of the Registrable Securities which the Stockholders have requested the Company to register in accordance with this Section 3(a) concurrently with the securities being distributed by such underwriters will materially and adversely affect the distribution of such securities by such underwriters (with a copy such opinion to state the reasons therefor), then the Company will promptly furnish each such holder of Registrable Securities requesting with a copy of such opinion and may deny, by written notice to each such holder accompanying such opinion, the registration thereof) that the number of securities requested and otherwise proposed all or a specified portion of such Registrable Securities (in case of a denial as to a portion of such Registrable Securities, such portion to be included in allocated Pro Rata among such holders), after giving effect to any priorities with respect to registration exceeds of holders of Registrable Securities under registration rights granted prior to the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, Closing Date; and (iii) the Company shall include in such not be obligated to effect any registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). under this Section 3 incidental to the registration of any of its securities in connection with dividend reinvestment plans or stock option or other employee benefit plans. (b) The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.23.

Incidental Registrations. If the Company at any Each time that Newco proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 effected solely to implement an employee benefit or S-8 stock option plan or to sell shares obtained under any employee benefit or stock option plan or a registration in connection with a transaction to which Rule 145 or any successor formrule of the Commission under the Securities Act is applicable), then whether for its account or the Company shall account of other stockholders of Newco, Newco will give prompt written notice to the Stockholders of its intention to do so. Each of the Stockholders may give Newco a written request to register all holders or some of its Registrable Securities regarding such proposed registration. Upon Shares in the registration described in the written notice from Newco as set forth in the foregoing sentence, provided that such written request of any such holder made is given within 15 20 days after the receipt of any such notice from Newco (which with such request shall specify stating (i) the number amount of Registrable Securities Shares to be disposed of and the intended method of disposition of such Registrable Shares and (ii) any other information customarily requested by issuers in secondary distributions to properly effect the registration of such Registrable Shares). Upon receipt of such request, Newco will use its reasonable best efforts to cause promptly all such Registrable Shares intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration be registered under the Securities Act of such Registrable Securities on a pro rata basis so as to permit their sale or other disposition (in accordance with the intended methods set forth in the request for registration), unless the sale is a firm commitment underwritten public offering and the managing underwriter thereof determines reasonably and in good faith in writing that the inclusion of such intended method securities would materially adversely affect the offering, in which case the number of shares to be offered for the accounts of the Selling Stockholders shall be reduced or methods limited in proportion to the number of disposition, provided that: (a) (i) the Company shall not include Registrable Securities in shares owned by such proposed registration Selling Stockholders to the extent that necessary to reduce the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the total number of securities requested and otherwise proposed shares to be included in such offering to the amount recommended by such managing underwriting; provided, that, subject to the provisions of the TCI Registration Rights Agreement, if securities are being offered for the account of other persons or entities as well as Newco, such reduction shall be made pro rata from the securities intended to be offered by such persons and from the Selling Stockholders. Newco's obligations under this Section 2 shall apply to a registration exceeds the number which can to be effected for securities to be sold in such offering without materially and adversely affecting for the offering price account of the Newco as well as a registration statement which includes securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if anyoffered for the account of other holders of Newco equity securities. No registration effected under this Section 7.6 2 shall relieve the Company from Newco of its obligation obligations to effect demand registrations under Sections 7.1 and 7.2Section 1.

Incidental Registrations. (a) If the Company at any time proposes or from time to time (but prior to the expiration of three years from the Effective Date) the Company shall determine to register any of its equity securities under the Securities Act Common Stock, for its own account or for the account of any of its shareholders (including, but not limited to, a Shelf Registration Statement, but other than pursuant the Holders), other than a registration relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 transaction or any Rule adopted by the Commission in substitution therefor or in amendment thereto, or a registration on Form S-4 any registration form which does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, the Company will: (i) promptly give to each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable Blue Sky or S-8 other state securities laws); and (ii) include in such registration (and any related qualification under Blue Sky laws or any successor formother compliance), then and in any underwriting involved therein, all of the Registrable Securities and Management Stock specified in a written request or requests received by the Company within twenty (20) days after the giving of such written notice by the Company, by any Holder or Holders, subject to the limitations set forth in Section 3(b). (b) If the registration of which the Company gives notice is for a registered public offering involving an underwritten public offering, the Company shall give prompt so advise the Holders as a part of the written notice given pursuant to Section 3(a)(i). All Holders proposing to include their securities in such underwritten public offering shall (together with the Company and the other Holders distributing their securities through such underwritten public offering) enter into an underwriting agreement in form reasonably acceptable to such Holders with the underwriter or underwriters selected for such underwritten public offering by the Company. Notwithstanding any other provision of this Section 3, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, all holders of shares to be sold by the Company shall be included in such offering before any Registrable Securities regarding such proposed registration. Upon are so included, and further, the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify underwriter otherwise may limit the number of Registrable Securities intended to be disposed included in the registration and underwritten public offering. The Company shall so advise all Holders of such limitation (except those Holders who have not elected to distribute any of their Registrable Securities through such underwritten public offering), and the number of shares of Registrable Securities and shares of Management Stock that may be included in the registration and underwritten public offering shall be allocated first among such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities owned by such holder Holders at the time of filing the Registration Statement, and second to the holders of Management Stock. No Registrable Securities or shares of Management Stock excluded from the underwritten public offering by reason of the underwriter's marketing limitation shall be included in such registration. If the terms of any such underwritten public offering differ materially from the terms (including range of offering price) previously communicated to any Holder, such Holder may elect to withdraw therefrom by written notice to the Company and the intended method or methods of disposition thereof)underwriter, which notice, to be effective, must be received by the Company at least two (2) business days before the anticipated effective date of the Registration Statement. The Registrable Securities and/or other securities so withdrawn from such underwritten public offering shall use its best efforts to effect also be withdrawn from such registration; provided, however, that if by the registration under the Securities Act withdrawal of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders greater number of Registrable Securities notice of such determination and in lieu of the notice otherwise required held by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case other selling Holders may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds (up to the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case maximum of any registration pursuant to this Section 7.6, limitation imposed by the underwriters) then the Company shall include in such registration in place of such withdrawn Registrable Securities such additional Registrable Securities held by other selling Holders whose Registrable Securities were excluded pursuant to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold limitation by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested underwriter pursuant to this Section 7.6, provided, that each seller of 3(b) in the same proportion as such Registrable Securities were excluded pursuant to such underwriter limitation (with no more Registrable Securities being so included than were withdrawn). In the event that the contemplated sale does not involve an underwritten public offering and a determination that the inclusion of the Registrable Securities adversely affects the marketing of the shares shall pay all be made by the Board of Directors of the Company in its good faith discretion, then no Registrable Securities are required hereby to be included in the contemplated sale. (c) The Company may at any time withdraw or abandon any Registration Expenses Statement which triggers the provisions of this Section 3 without any liability to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2Holders.

Incidental Registrations. If At any time after the date of this ------------------------ Agreement, if the Company at any time proposes to register any of its equity securities file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration statement on Form S-4 or S-8 or any successor formthereto), then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registrationfiling to each of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Upon Such notice shall describe the written request proposed Registration and distribution and offer such Holders the opportunity to register all or a portion of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of Transfer Restricted Shares then owned by such holder Holder (an "Incidental Registration"). The Company shall, and the intended method or methods of disposition thereof), the Company shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to effect cause the registration managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of dispositionthis Section 1(c) involving an underwriting, provided that: (a) (i) the Company shall not be required to include Registrable Securities any Transfer Restricted Shares in such proposed underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to the extent that the Board shall have determined, after consultation with the managing underwriter for be included would materially adversely affect such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration Incidental Registration, to the extent of the number which of shares that the Company is so advised can Managing Underwriter believes may be sold in without causing such offering without such material adverse effect, first, all of the securities, if any, being sold by securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, and second, Inc.; third the Registrable Securities Transfer Restricted Shares to be offered for ----- the account of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested Holders other than Investor pursuant to this Section 7.61(c), providedpro rata based on the amount recommended by the Managing Underwriter; and fourth, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required any other securities requested to be paid by included in such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if anyunderwriting. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2.------

Incidental Registrations. If (a) Whenever the Company proposes to file a Registration Statement covering shares of Common Stock (other than a Registration Statement filed pursuant to Section 2.1 or 2.3 of this Agreement) at any time proposes and from time to register any of its equity securities under the Securities Act for its own account (includingtime, but not limited toit shall, a Shelf Registration Statementprior to such filing, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall give prompt written notice to all holders Investors of its intention to do so; provided that no such notice need be given if no Registrable Securities regarding such proposed registrationShares are to be included therein as a result of a written notice from the managing underwriter pursuant to Section 2.2(b) of this Agreement. Upon the written request of any such holder made an Investor or Investors given within 15 10 consecutive days after the receipt of any Company provides such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and state the intended method or methods of disposition thereofof such Registrable Shares), the Company shall use its best efforts to effect cause all Registrable Shares that the registration Company has been requested by such Investor or Investors to register to be registered under the Securities Act of such Registrable Securities on a pro rata basis to the extent necessary to permit their sale or other disposition in accordance with such the intended method or methods of dispositiondistribution specified in the request of such Investor or Investors; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation upon 5 consecutive days’ advance written notice to the Investors. Upon receipt of any such notice, provided that:the Investors may elect to exercise their right to demand a registration in accordance with Section 2.1 of this Agreement. (ab) If the registration for which the Company gives notice pursuant to Section 2.2(a) of this Agreement is a registered public offering involving an underwriting, the Company shall so advise the Investors as a part of the written notice given pursuant to Section 2.2(a) of this Agreement. In such event, (i) the Company shall not right of any Investor to include its Registrable Securities Shares in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 2.2 shall be conditioned upon such Investor’s participation in such underwriting on the terms set forth herein and (ii) all Investors including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting by the Company, provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Investors materially greater than the obligations of the Investors pursuant to Section 2.6 of this Agreement. If any Investor who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Investor may elect, by written notice to the extent that Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise advises the Company in writing (with that marketing factors require a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based limitation on the number of shares of Registrable Securities owned to be underwritten, the shares held by each holders other than the Investors shall be excluded from such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses Statement and underwriting to the extent required deemed advisable by the managing underwriter, and if a further reduction of the number of shares is required, the number of shares that may be included in such Registration Statement and underwriting shall be allocated among all Investors requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as converted basis) held by them on the date the Company gives the notice specified in Section 2.2(a) of this Agreement. If any Investor would thus be entitled to include more shares than such holder has requested to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxesregistered, if any. No registration effected under this Section 7.6 the excess shall relieve be allocated among other requesting Investors pro rata in the Company from its obligation to effect registrations under Sections 7.1 and 7.2manner described in the preceding sentence.

Incidental Registrations. If the Company Partnership at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form)form or an “automatic shelf registration statement” on Form S-3 if the Partnership would otherwise qualify as a “WKSI” and has been advised by independent outside counsel that filing an “automatic shelf registration statement” for registration of the Registrable Securities would not cause the Partnership to be an “ineligible issuer,” as such term is defined in Rule 405 under the Securities Act) whether or not for sale for its own account, then the Company Partnership shall give prompt written notice (but in no event less than 30 days prior to the initial filing with respect thereto) to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company Partnership shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, ; provided that: (a) (i) the Company Partnership shall not include Registrable Securities in such proposed registration to the extent that the Board of Directors of CVR GP, LLC shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company Partnership shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.62; (b) if, at any time after giving written notice (pursuant to this Section 7.62) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Partnership shall determine for any reason not to register such equity securities, the Company Partnership may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders Unitholder that a registration be effected under Sections 7.1 or 7.2, as the case may beSection 1.1; and (c) if in connection with a registration pursuant to this Section 7.62, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company Partnership in writing (with a copy to each holder of Registrable Securities requesting requesting. registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.62, the Company Partnership shall include in such registration to the extent of the number which the Company Partnership is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the CompanyPartnership, and second, the Registrable Securities of Xxxxxthe Unitholder requesting inclusion in such registration and Partnership Securities of other Persons who have been granted registration rights or are granted registration rights on or after the date of this Agreement, to the Outside Stockholders and extent such other Persons have been granted registration rights that are pari passu to the Company Stockholdersrights of the Unitholder hereunder, on a pro rata basis (based on the number of shares of Registrable Securities owned by each the Unitholder and the number of Partnership Securities of any such Stockholderother Persons). The Company Partnership shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, 2; provided that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any, in respect of the Registrable Securities being registered for such seller. No registration effected under this Section 7.6 2 shall relieve the Company Partnership from its obligation to effect registrations under Sections 7.1 and 7.2Section 1.1.

Incidental Registrations. If (a) If, at any time, the Company at any time proposes to register any of its equity securities under the Securities Act Act, whether or not for sale for its own account (includingaccount, but not limited toon a form and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall it will each such time give prompt written notice to all holders of Registrable Securities regarding 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. Upon , and upon the written request of any such holder made delivered to the Company within 15 thirty (30) days after the receipt giving of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall will use its best efforts to effect the registration under the Securities Act of such all Registrable Securities on a pro rata basis which the Company has been so requested to register by the holders of Registrable Securities, to the extent requisite to permit the disposition (in accordance with such the intended method or methods thereof as aforesaid) of dispositionthe Registrable Securities so to be registered, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving such written notice (pursuant to this Section 7.6) of its intention to register equity any of its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, and thereupon shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewiththerewith as provided in Section 3(b)), without prejudice, however, prejudice however to the rights of Xxxxx or the Non-Xxxxx Stockholders any Requesting Stockholder to request that a such registration be effected as a registration under Sections 7.1 or 7.2, as the case may be; andSection 2(a); (cii) if in connection with the registration so proposed by the Company involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a registration pursuant to this Section 7.6firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and the managing underwriter of such registration (or, in the case of an underwritten offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with that, in its opinion, the distribution of all or a copy to each holder specified portion of the Registrable Securities requesting registration thereofwhich the Registering Stockholders have requested the Company to register in accordance with this Section 3(a) that concurrently with the securities being distributed by such underwriters will cause the total number of securities requested and otherwise proposed to be included in such registration exceeds distributed to exceed the number which can be sold in such offering without materially and adversely affecting an orderly manner within a price range acceptable to the offering price Company or the holders of the other securities being sold in such registrationto be distributed, as the case may be, then the Company will promptly furnish each such holder of Registrable Securities with a copy of such opinion and may deny, by written notice to each such holder accompanying such opinion, the registration of all or a specified portion of such Registrable Securities (in the case of any a denial as to a portion of such Registrable Securities, such portion to be allocated Pro Rata among such holders; provided that, if such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company pursuant to this Section 7.6, demand registration rights the Company shall will include in such registration to the extent of the number amount of securities which the managing underwriter advises the Company is so advised can be sold in such offering without such material adverse effectoffering, (x) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, and (y) second, any Registrable Securities requested to be included in such registration by Requesting Holders and any other securities of the Company proposed to be included in such registration (1) as between such Registrable Securities and such other securities, if any, being sold by pro rata on the Company, and second, basis of the numbers of such Registrable Securities of Xxxxxand such other securities, the Outside Stockholders and the Company Stockholdersrespectively, on a (2) as among such Registrable Securities, pro rata on the basis (based on of the number of shares Registrable Securities requested to be included by such holders and (3) as among such other securities, allocated among the holders thereof in accordance with the priorities then existing among the Company and the holders of such other securities and any securities so excluded shall be withdrawn from and shall not be included in such incidental registration; and (iii) the Company shall not be obligated to effect any registration of Registrable Securities owned by each such Stockholder). under this Section 3 incidental to the registration of any of its securities in connection with dividend reinvestment plans or stock option or other employee benefit plans. (b) The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.23.

Incidental Registrations. If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statementshelf registration statement on Form S-3, but other than pursuant to a registration on Form S-4 or S-8 or any successor form)) whether or not for sale for its own account, then the Company shall give prompt written notice (but in no event less than 30 days prior to the initial filing with respect thereto) to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, ; provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Management Stockholder in any proposed registration pursuant to this Section 7.6 1 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.61; (b) if, at any time after giving written notice (pursuant to this Section 7.61) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.61, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting requesting. registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.61, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Investor Stockholders and the Company StockholdersManagement Stockholders requesting inclusion in such registration, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholderholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, 1; provided that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve , in respect of the Company from its obligation to effect registrations under Sections 7.1 and 7.2Registrable Securities being registered for such seller.

Incidental Registrations. If (i) Whenever the Company at any time proposes to register any of its equity securities under the Securities Act for its own account file a Registration Statement (including, but not limited to, a Shelf Registration Statement, but other than Registration Statement No. 333-112087 and any successor registration statement thereto or a Registration Statement filed pursuant to a registration Section 1 (a) or 1 (b) or on Form S-4 or Form S-8 or their then equivalents) at any successor form)time when any Registrable Securities are not subject to the "Lockup" set forth in Section 5.11(b) of the Purchase Agreement, then the Company shall and from time to time, it will, prior to such filing, give prompt written notice to all holders the Investors of its intention to do so; provided, that no such notice need be given if no Registrable Securities regarding such proposed registrationare to be included therein as a result of a determination of the managing underwriter pursuant to Section 1(e)(ii). Upon the written request of any such holder made an Investor or Investors given within 15 10 business days after the receipt of any Company provides such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and state the intended method or methods of disposition thereofof such Registrable Securities), the Company shall use its reasonable best efforts to effect cause all Registrable Securities which the registration Company has been requested to register by such Investor or Investors to be registered under the Securities Act of such Registrable Securities on a pro rata basis to the extent necessary to permit their sale or other disposition in accordance with such the intended method or methods of disposition, distribution specified in the request of such Investor or Investors; provided that:that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 1 (e) without obligation to any Investor. (aii) If the registration for which the Company gives notice pursuant to this Section 1 (ie) is a registered public offering involving an underwriting, the Company shall so advise the Investors as a part of the written notice given pursuant to Section 1(e)(i). In such event, the right of any Investor to include its Registrable Securities in such registration statement pursuant this Section 1(e) shall be conditioned upon such Investor's participation in such underwriting on the terms set forth herein. All Investors proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 1(e), if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Securities requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated among all Investors requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock which they held at the time the Company gives the notice specified in Section 1(e)(i). If any Investor would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Investors pro rata in the manner described in the preceding sentence. If any holder of Registrable Securities disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (iii) Notwithstanding the foregoing, the Company shall not include Registrable Securities in such proposed registration be required, pursuant to the extent that the Board shall have determinedthis Section 1(e), after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in a Registration Statement if such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not can then be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested holder thereof pursuant to this Section 7.6, provided, that each seller of Registrable Rule 144(k) under the Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2Act.

Incidental Registrations. If (a) Whenever the Company proposes to file a Registration Statement covering shares of Common Stock (other than a Registration Statement filed (i) pursuant to Section 2.1 or 2.3 or (ii) in accordance with the requirements of a written agreement entered into prior to the date hereof, except in any such case to the extent expressly permitted therein) at any time proposes and from time to register any of its equity securities under the Securities Act for its own account (includingtime, but not limited toit shall, a Shelf Registration Statementprior to such filing, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall give prompt written notice to all holders Investors of its intention to do so; provided that no such notice need be given if no Registrable Securities regarding such proposed registrationShares are to be included therein as a result of a written notice from the managing underwriter pursuant to Section 2.2(b). Upon the written request of any such holder made an Investor or Investors given within 15 10 days after the receipt of any Company provides such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and state the intended method or methods of disposition thereofof such Registrable Shares), the Company shall use its best efforts to effect cause all Registrable Shares that the registration Company has been requested by such Investor or Investors to register to be registered under the Securities Act of such Registrable Securities on a pro rata basis to the extent necessary to permit their sale or other disposition in accordance with such the intended method or methods of dispositiondistribution specified in the request of such Investor or Investors; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation upon 10 days' advance written notice to the Investors. Upon receipt of any such notice, provided that:the Investors may elect to exercise their right to demand a registration in accordance with Section 2.1. (ab) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Investors as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the Company shall not right of any Investor to include its Registrable Securities Shares in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 2.2 shall be conditioned upon such Investor's participation in such underwriting on the terms set forth herein and (ii) all Investors including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting by the Company. If any Investor who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Investor may elect, by written notice to the extent that Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise advises the Company in writing (with that marketing factors require a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based limitation on the number of shares of Registrable Securities owned to be underwritten, the shares held by each holders other than the Investors shall be excluded from such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses Statement and underwriting to the extent required deemed advisable by the managing underwriter, and if a further reduction of the number of shares is required, the number of shares that may be included in such Registration Statement and underwriting shall be allocated among all Investors requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as converted basis) held by them on the date the Company gives the notice specified in Section 2.2(a). If any Investor would thus be entitled to include more shares than such holder has requested to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxesregistered, if any. No registration effected under this Section 7.6 the excess shall relieve be allocated among other requesting Investors pro rata in the Company from its obligation to effect registrations under Sections 7.1 and 7.2manner described in the preceding sentence.

Incidental Registrations. If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then ) and (i) Xxxxx or Xxxxxxx Capital has requested that the Company shall include Registrable Securities owned by any Xxxxx Investor or Xxxxxxx Investor, as the case may be, in such registration or (ii) the Xxxxx Investors and the Xxxxxxx Investors no longer own any Registrable Securities, the Company will give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 20 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall will use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by such requesting holder) in accordance with such intended method or methods of disposition, provided that: (a) if such registration shall be in connection with an IPO, (i) the Company shall not include any Registrable Securities in such proposed registration to the extent that if the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect is not in the offering price best interests of the Company to include any Registrable Securities in such registration and (ii) the Company shall not include any Registrable Securities of any Company Stockholder the Management Stockholders in any such proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine if it believes in good faith that the participation inclusion of such Company Stockholder securities would materially and adversely affect not be in the marketability or the offering price best interests of the securities being sold Company, provided that the Company will include in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders number of Registrable Securities notice of such determination and in lieu of the notice otherwise required by Management Stockholders that such managing underwriter and the first sentence Company determine would not be adverse to the best interests of this Section 7.6the Company; (b) if, at any time after giving written notice (pursuant to this Section 7.62) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Requesting Stockholders to request that a registration be effected under Sections 7.1 or 7.2, as the case may beSection 1.1; and (c) if in connection with a registration pursuant to this Section 7.62, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registrationprice, then in the case of any registration pursuant to this Section 7.62, the Company shall will include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxxthe Xxxxx Investors, the Outside Stockholders Xxxxxxx Investors and the Company Minority Investors, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Person), and third, the Registrable Securities of the Management Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Management Stockholder). Notwithstanding the foregoing, the Management Stockholders will not be entitled to participate in any registration pursuant to this Section 2 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities) that the participation of any such Management Stockholder would adversely affect the marketability or offering price of the securities being sold by the Company in such registration. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.62, provided, provided that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if anylaw. No registration effected under this Section 7.6 2 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2Section 1.1.

Incidental Registrations. (a) If the Company at any ------------------------ time after the date hereof proposes to register any of its equity securities Equity Securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 S-8, or any successor formor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the Company shall public under the Securities Act, it will, at each such time, give prompt written notice to all holders Holders of Registrable Securities regarding its intention to do so and of such proposed registrationHolders' rights under this Article IV. Upon the written request of any such holder Holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereofHolder), the Company shall will use its commercially reasonable best efforts to effect the registration under the Securities Act of such all Registrable Securities on a pro rata basis in accordance with such intended method or methods of dispositionwhich the Company has been so requested to register by the Holders thereof; provided, provided that: that (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention -------- to register equity securities and prior to the effective date of the registration statement filed in connection with such registrationany securities, the Company shall determine for any reason not to register such equity securitiesproceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith), without prejudiceand (b) if such registration involves an underwritten offering, however, all Holders requesting to be included in the Company's registration must sell their Registrable Securities to the rights of Xxxxx 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 the Non-Xxxxx Stockholders that appropriate in combined primary and secondary offerings. If a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration requested pursuant to this Section 7.6involves an underwritten public offering, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities any Holder requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds may elect, in writing prior to the number which can be sold in such offering without materially and adversely affecting the offering price effective date of the securities being sold registration statement filed in connection with such registration, then in the case not to register all or any part of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses securities in connection with each such registration. Nothing in this Section shall operate to limit the right of any Holder to request the registration of Registrable Securities requested pursuant to Common Stock issuable upon conversion, exchange or exercise of securities held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities. The registrations provided for in this Section 7.64.1 are in addition to, providedand not in lieu of, that each seller registrations made upon the request of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Investor Stockholder in accordance with Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.24.2.

Incidental Registrations. (a) If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 Section 7.1 hereof or S-8 or any successor formParagraph 7(a) of the Series A Agreement), then whether of its own accord 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), and if the form of registration statement proposed to be used may be used for the registration of Registerable Common Stock, the Company shall will give prompt written notice to all holders of Registrable record of Securities regarding not less than 5 days nor more than 30 days prior to the filing of such registration statement of its intention to proceed with the proposed registration. Upon registration (the "Incidental Registration"), and, upon the written request of any such holder made within 15 5 days after the receipt of any such notice (which request shall will specify the number of Registrable Securities Registerable Common Stock intended to be disposed of by such holder and state the intended method or methods of disposition thereof), the Company shall will use its best efforts to effect the cause all Registerable Common Stock as to which registration has been requested to be registered under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of dispositionAct, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in if such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with an underwritten public offering, such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed holder's Registerable Common Stock to be included in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything contained in this Section 7.2 to the contrary, the Company shall have no obligation to cause Registerable Common Stock to be registered with respect to any Investor whose Registerable Common Stock shall be eligible for resale under Rule 144(k) of the Securities Act. (b) If an Incidental Registration is a primary registration on behalf of the Company and is in connection with an underwritten public offering, and if the managing underwriters advise the Company in writing that in their opinion the amount of securities requested to be included in such registration (whether by the Company, the holders of registration rights pursuant to Section 7.2(a) or other holders of its securities pursuant to any other rights granted by the Company to demand inclusion of any such securities in such registration) exceeds the amount of such securities which can be successfully 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 (i) first, all of the securities the Company proposes to sell, (ii) second, all of the Registerable Common Stock and Series A Registerable Common Stock requested to be included in such registration, pro rata among the holders thereof on the basis of the number of shares of Registrable Common Stock or Series A Registerable Common Stock then owned by such holders, and (iii) third, any other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the amount of such securities then owned by such holders. (c) If an Incidental Registration is a secondary registration on behalf of holders of securities of the Company and is in connection with an underwritten public offering, and if the managing underwriters advise the Company in writing that in their opinion the amount of securities requested to be included in such registration (whether by such holders, by holders of registration rights pursuant to Section 7.2(a) or by holders of its securities pursuant to any other rights granted by the Company to demand inclusion of securities in such registration) exceeds the amount of such securities which can be sold in such offering without materially and adversely affecting offering, the offering price 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 (i) first, all of the securities being sold requested to be included by holders demanding or requesting such registration, (ii) second, all of the Registerable Common Stock and Series A Registerable Common Stock requested to be included in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata among the holders thereof on the basis (based on of the number of shares of Registrable Securities Common Stock and Series A Registerable Common Stock then owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities holders, and (iii) third, any other securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid included in such registration, pro rata among the holders thereof on the basis of the amount of such securities then owned by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2holders.

Incidental Registrations. If At any time after the date of this Agreement, if the Company at any time proposes to register any of its equity securities file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration statement on Form S-4 or S-8 or any successor formthereto), then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registrationfiling to each of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Upon Such notice shall describe the written request proposed Registration and distribution and offer such Holders the opportunity to register all or a portion of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of Transfer Restricted Shares then owned by such holder Holder (an "Incidental Registration"). The Company shall, and the intended method or methods of disposition thereof), the Company shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to effect cause the registration managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of dispositionthis Section 1(c) involving an underwriting, provided that: (a) (i) the Company shall not be required to include Registrable Securities any Transfer Restricted Shares in such proposed underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as shall not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to the extent that the Board shall have determined, after consultation with the managing underwriter for be included would materially adversely affect such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration Incidental Registration, to the extent of the number which of shares that the Company is so advised can Managing Underwriter believes may be sold in sold, if any, without causing such offering without such material adverse effect, first, all of the securities, if any, being sold by securities to be offered for the account of the Company, and second, ; second the Registrable Securities Transfer Restricted Shares to be offered for the account of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested Holders pursuant to this Section 7.61(c), providedpro rata based on the amount recommended by the Managing Underwriter; and third, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required any other securities requested to be paid by included in such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2underwriting.

Incidental Registrations. (a) If the Company at any time proposes or from time to time the Company shall determine to register any of its equity securities under the Securities Act securities, either for its own account (includingor the account of security holders, but not limited to, a Shelf Registration Statement, but other than pursuant a registration relating solely to employee benefit plans or a registration on Form S-4 relating solely to an SEC Rule 145 transaction, the Company will: (i) promptly give to Infinity written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or S-8 other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or any successor formother compliance), then and in any underwriting involved therein, all the Registrable Securities specified in a written request, made by Infinity within thirty (30) days after receipt of such written notice from the Company, except as set forth in Section 1.3(b) below. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall give prompt so advise Infinity as a part of the written notice given pursuant to all holders Section 1.3(a)(i). In such event the right of Infinity to registration pursuant to this Section 1.3 shall be conditioned upon Infinity's participation in such underwriting and the inclusion of Infinity's Registrable Securities regarding in the underwriting to the extent provided herein. Infinity, together with the Company and the other parties distributing their securities through such proposed registrationunderwriting, shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Upon Notwithstanding any other provision of this Section 1.3, if the written request underwriter determines that marketing factors require a limitation of any such holder made within 15 days after the receipt number of any such notice (which request shall specify shares or type of securities to be underwritten, the underwriter may limit the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect included in the registration under the Securities Act of such and underwriting, or may exclude Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in entirely from such registration and (ii) underwriting subject to the terms of this Section. The Company shall not include so advise all holders of the Company's securities that would otherwise have a right to be so registered and underwritten and the number of shares of such securities, including Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent Securities, that the managing underwriter (or, may be included in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and providedunderwriting shall be allocated among Infinity and all such other holders in proportion, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, howeveras nearly as practicable, to the rights respective amounts of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter securities of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds underwritten offering by all shareholders other than the number which can Company; provided, however, that the rights of Infinity to include all or any allocable portion of such Registrable Securities shall be sold in such offering without materially and adversely affecting subject to the offering price priority (prior to any allocation to Infinity or others) of the holders of existing "demand" registration rights similar to that provided in Section 1.2 hereof existing on the date hereof (all such existing rights are included in agreements listed on Schedule 1.3(b) hereof) and of other holders of demand registration rights permitted pursuant to the proviso to Section 1.10 hereof. No securities being sold excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If Infinity disapproves of the terms of the underwriting, then in the case of any registration pursuant it may elect to this Section 7.6, withdraw therefrom by written notice to the Company shall include in such registration to and the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the underwriter. The Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis so withdrawn shall also be withdrawn from registration. (based on the number of c) Infinity agrees that any shares of Registrable Securities owned which are not included in an underwritten public offering described in Section 1.3(b) shall not be publicly sold by each such Stockholder). The Company shall pay all Registration Expenses Infinity for a period, not to exceed one hundred twenty (120) days, which the managing underwriter reasonably determines is necessary in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation order to effect registrations under Sections 7.1 and 7.2such underwritten public offering.

Incidental Registrations. If the Company at any time proposes to register any of its equity securities IDSs, Class A Common Stock, or Class C Common Stock under the Securities Act for its own account, the account of any other Person or Persons or pursuant to Section 2.1 or 3.2 hereof (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall promptly, but in any event within 10 days of its decision to register securities, give prompt written notice to all ASLP Holders, Holdings Unit Holders, Class B Holders, and holders of Registrable Securities Securities, regarding such proposed registrationregistration (but without duplication of any notice given under Section 2.1 or 3.2). Upon the written request of any such ASLP Holder, Holdings Unit Holder, Class B Holder or other such holder made within 15 days after the receipt of any such notice (which request shall specify (x) the number of Registrable Securities and/or shares of Class B Common Stock intended to be issued to or disposed of by such ASLP Holder, Holdings Unit Holder, Class B Holder or other such holder and the intended method or methods of disposition thereof, and/or (y) the number of IDSs sufficient to permit Holdings or ASLP, as the case may be, to redeem from such Holdings Unit Holder or ASLP Holder all or a specified portion of the Class A Holdings Units and Holdings Notes or ASLP Units held by such holder as provided herein), the Company shall use its reasonable best efforts to effect the registration under the Securities Act (both with respect to their initial issuance to holders, if required, and to their resales) of such Registrable Securities and/or Class B Common Stock on a pro rata basis in accordance with such intended method or methods of disposition, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.63.7) of its intention to register equity securities IDSs, Class A Common Stock, or Class C Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securitiesIDSs, Class A Common Stock, or Class C Common Stock, the Company may, at its election, shall give written notice of such determination to each ASLP Holder, Holdings Unit Holder, Class B Holder, and holder of Registrable Securities Securities, and, thereupon, shall not be obligated to register any Registrable Securities register, in connection with such registration registration, any Registrable Securities and/or Class B Common Stock of the type that the Company has determined not to register (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders such ASLP Holders, Holdings Unit Holders and other holders that a registration be effected under Sections 7.1 under, or 7.2as to the number of registrations to be effected under, as the case may be; andSection 2.1 or 3.2; (cb) if in connection with a registration pursuant to this Section 7.63.7, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder requesting registration of Registrable Securities and/or Class B Common Stock, and each ASLP Holder and Holdings Unit Holder requesting registration thereofof IDSs in connection with a redemption pursuant to Article II) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.63.7, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect: (1) if the registration is a primary registration on behalf of the Company (other than pursuant to Section 2.1 or in connection with the issuance of IDSs to the extent used to fund redemptions of Class B Common Stock pursuant to Section 1.3), first, the securities, if any, being sold securities proposed to be included by the Company, and second, the Registrable Securities requested to be included in such registration by the ASLP Holders, Holdings Unit Holders, and holders of XxxxxRegistrable Securities, and (other than as provided in clause “third” of this Section 3.7(b)(1)) any securities proposed to be registered by another Person or Persons, each pro rata in accordance with the Outside Stockholders number of Registrable Securities so requested to be included and the Company Stockholdersnumber of securities proposed to be registered by any other Person or Persons, and third, any Class B Common Stock proposed to be registered by Class B Holders, on a pro rata basis (based on the number of shares of Registrable Securities owned Class B Common Stock so requested to be included by each such Stockholder)Class B Holder; (2) if the registration is a secondary registration on behalf of a Person or Persons other than an ASLP Holder, a Holdings Unit Holder, a Class B Holder, or a holder of Registrable Securities, first, the securities proposed to be registered by such other Person or Persons, second, the Registrable Securities requested to be included in such registration by such ASLP Holder, Holdings Unit Holder or other such holder of Registrable Securities, on a pro rata basis based on the number of Registrable Securities so requested to be included by each such holder, and third, any Class B Common Stock, proposed to be registered by Class B Holders, on a pro rata basis based on the number of shares of Class B Common Stock so requested to be included by each such Class B Holder; and (3) if the registration is made pursuant to Section 2.1, in accordance with Section 2.6, and if the registration is made pursuant to Section 3.2, in accordance with Section 3.6; and (c) in addition to the foregoing, in the event the Company proposes to register Class A Common Stock or Class C Common Stock alone, the Company shall use its reasonable best efforts to include in such registration IDSs or IDS Notes to be issued to the requesting holders as provided in this Section 3.7 but the managing underwriter of such registration may exclude such IDSs or IDS Notes from the sale of Class A Common Stock or Class C Common Stock to the public. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, 3.7 and each registration of Class B Common Stock requested pursuant to Section 1.3(b)(ii) and this Section 3.7; provided that each seller of Registrable Securities or Class B Common Stock, as the case may be, shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 3.7 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2Section 1.3, 2.1 or 3.2.

Incidental Registrations. (a) If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor formSection 6.1 hereof), then whether of its own accord or at the demand of any holder of 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), and if the form of registration statement proposed to be used may be used for the registration of Conversion Shares, the Company shall will give prompt written notice to all holders the Investor not less than 5 days nor more than 30 days prior to the filing of Registrable Securities regarding such registration statement of its intention to proceed with the proposed registration. Upon registration (the "Incidental Registration"), and, upon the written request of any such holder the Investor made within 15 5 days after the receipt of any such notice (which request shall will specify the number of Registrable Securities Conversion Shares intended to be disposed of by such holder and state the intended method or methods of disposition thereof), the Company shall will use its best efforts to effect the cause all Conversion Shares as to which registration has been requested to be registered under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of dispositionAct, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in if such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registrationan underwritten public offering, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed Conversion Shares to be included in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything contained in this Section 6.2 to the contrary, the Company shall only be obligated to cause Conversion Shares to be registered under this Section 6.2 on one occasion and the Company shall have no obligation to cause Conversion Shares to be registered (i) if the primary registration is in connection with the Initial Public Offering of the Company's Common Stock or (ii) at any time after five years following the closing of the Initial Public Offering, provided, however, that once the Conversion Shares become eligible for resale under Rule 144(k) of the Securities Act, the Company shall have no obligation to cause the Conversion Shares to be registered if the Investor holds less than 2% of the then outstanding Common Stock. (b) If an Incidental Registration is a primary registration on behalf of the Company and is in connection with an underwritten public offering, and if the managing underwriters advise the Company in writing that in their reasonable opinion the amount of securities requested to be included in such registration (whether by the Company, the Investor or other holders of its securities pursuant to any other rights granted by the Company to demand inclusion of any such securities in such registration) exceeds the amount of such securities which can be successfully 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 (i) first, all of the securities the Company proposes to sell, (ii) second, all of the Preferred Registerable Common Stock and Conversion Shares requested to be included in such registration, pro rata among the holders thereof on the basis of the number of shares of Preferred Registerable Common Stock and Conversion Shares then owned by such holders, and (iii) third, any other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the amount of such securities then owned by such holders. (c) If an Incidental Registration is a secondary registration on behalf of holders of securities of the Company and is in connection with an underwritten public offering, and if the managing underwriters advise the Company in writing that in their reasonable opinion the amount of securities requested to be included in such registration (whether by such holders, by the Investor or by holders of its securities pursuant to any other rights granted by the Company to demand inclusion of securities in such registration) exceeds the amount of such securities which can be sold in such offering without materially and adversely affecting offering, the offering price 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 (i) first, all of the securities being sold requested to be included by holders initially demanding or requesting such registration, (ii) second, all of the Preferred Registerable Common Stock and Conversion Shares requested to be included in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata among the holders thereof on the basis (based on of the number of shares of Registrable Securities Preferred Registerable Common Stock and Conversion Shares then owned by each such Stockholder). The Company shall pay all holders, and (iii) third, any other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the amount of such securities then owned by such holders. (d) In the event that the number of Conversion Shares proposed to be included by the Investor in an Incidental Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.66.2 is reduced by 20% or more, the Investor shall receive an additional Incidental Registration right under this Section 6.2, provided, however, that each seller of Registrable Securities such additional Incidental Registration right shall pay all Registration Expenses to not be granted in the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve event the Company from its obligation to effect registrations has registered 75% of the Investor's Conversion Shares under the Demand Registration and Incidental Registration rights provided under Sections 7.1 6.1 and 7.26.2 hereof.

Incidental Registrations. If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then and the Company shall registration form to be used may be used for the registration of Registrable Securities, it will give prompt written notice to all holders of Registrable Securities regarding such proposed registrationof its intention to do so. Upon the written request of any such holder made received by the Company within 15 30 days after the receipt giving of any such notice by the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall will use its best efforts to effect the registration under the Securities Act of all such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, provided that: (a) (i) if such registration shall be in connection with an initial public offering by the Company, the Company shall not include any Registrable Securities in such proposed registration to the extent that if the Board shall have determined, after consultation with the managing underwriter for such offeringoffering (or, in the case that it is not underwritten, an investment banker), that it would materially and adversely affect is not in the offering price best interests of the Company to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6registration; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.61 involves an underwritten offering, and the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized an investment banking firmbanker) shall advise the Company that, in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6offering, the Company shall will include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effectoffering, first, the securities, securities if any, being sold by the Company, and second, the holders of Registrable Securities of Xxxxxrequested to be included in such registration, the Outside Stockholders and the Company Stockholderspro rata, among all such holders, on a pro rata the basis (based on of the number of shares of Registrable Securities owned requested to be included by each such Stockholder)holders. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.61, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid directly by such seller under applicable law and all provided, further, that underwriting discounts and commissions and transfer taxesshall be paid pro rata by the sellers in such registration, if any. No registration effected under this Section 7.6 shall relieve based on the Company from its obligation to effect registrations under Sections 7.1 and 7.2number of shares of Registrable Securities being sold.

Incidental Registrations. If (a) If, at any time, the Company at any time proposes to register any of its equity securities Capital Stock under the Securities Act Act, whether or not for sale for its own account (includingaccount, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company it shall each such time give prompt written notice to all holders the Requesting Shareholder of Registrable Securities regarding its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration. Upon , and upon the written request of any such holder made the Requesting Shareholder delivered to the Company within 15 thirty (30) days after the receipt giving of any such notice (which request shall specify the number of Registrable Securities Shares intended to be disposed of by such holder the Requesting Shareholder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration registration, bearing all related Registration Expenses, under the Securities Act of such all Registrable Securities on a pro rata basis Shares which the Company has been so requested to register by the Requesting Shareholder, to the extent required to permit the disposition (in accordance with such the intended method or methods thereof as aforesaid) of dispositionthe Registrable Shares so to be registered, provided that: (a) (i) if the registration so proposed by the Company shall involves an underwritten offering of the securities so being registered, whether or not include Registrable Securities in such proposed registration for sale for the account of the Company, to be distributed by or through one or more underwriters, who are reasonably acceptable to the extent that the Board shall have determinedRequesting Shareholder, after consultation with under underwriting terms appropriate for such a transaction, and the managing underwriter for of such offeringunderwritten offering shall advise the Company in writing that, that it would in its opinion, the distribution of all or a specified portion of the Registrable Shares which the Requesting Shareholder has requested the Company to register in accordance with this Section 3(a) concurrently with the securities being distributed by such underwriters will materially and adversely affect the offering price distribution of such securities by such underwriters (such opinion to include any state the reasons therefor), then the Company will promptly furnish each holder of Registrable Securities Shares with a copy of such opinion and may deny, by written notice to each such holder accompanying such opinion, the registration of all or a specified portion of such Registrable Shares (in case of a denial as to a portion of such registration and Registrable Shares, such portion shall be allocated first to holders other than the Requesting Shareholder); and (ii) the Company shall not include be obligated to effect any registration of Registrable Securities Shares under this Section 3 incidental to the registration of any Company Stockholder of its securities in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability connection with dividend reinvestment plans or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) stock option or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6;other employee benefit plans. (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities Shares requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.23.

Incidental Registrations. (a) If the Company at any time after the 18-month anniversary of the Closing proposes to register any of its equity securities Equity Securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 S-8, or any successor formor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the Company shall public under the Securities Act, it will, at each such time, give prompt written notice to all holders Holders of Registrable Securities regarding its intention to do so and of such proposed registration. Holders' rights under this Article V. Upon the written request --------- of any such holder Holder made within 15 20 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereofHolder), the Company shall will use its commercially reasonable best efforts to effect the registration under the Securities Act of such all Registrable Securities on a pro rata basis in accordance with such intended method or methods of dispositionwhich the Company has been so requested to register by the Holders thereof; provided, provided that: that (a) (iif such registration is to be effected at a time -------- when the registration statement required by Section 5.1(a) is effective, the -------------- Company shall not include Registrable Securities in be obligated to give such proposed notice and to effect the registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of only if the notice otherwise required by the first sentence of this Section 7.6; proposed registration is to be effected as an underwritten public offering, (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registrationany securities, the Company shall determine for any reason not to register such equity securitiesproceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith), without prejudiceand (c) if such registration involves an underwritten offering, however, all Holders requesting that their Registrable Securities be included in the registration must sell their Registrable Securities to the rights of Xxxxx underwriters selected by the Company or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2selling security holders requesting such registration, as the case may be; and (c) if , on the same terms and conditions as apply to the Company or such selling shareholders, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in connection with combined primary and secondary offerings. If a registration requested pursuant to this Section 7.6involves an underwritten public offering, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities any Holder requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds may elect, in writing prior to the number which can be sold in such offering without materially and adversely affecting the offering price effective date of the securities being sold registration statement filed in connection with such registration, then in the case not to register all or any part of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses securities in connection with each such registration. Nothing in this Section shall operate to limit the right of any Holder to request the registration of Registrable Securities requested pursuant to this Section 7.6Common Stock issuable upon conversion, provided, that each seller exchange or exercise of Registrable Securities shall pay all Registration Expenses to the extent required to be paid securities held by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve Holder notwithstanding the Company from its obligation to effect registrations under Sections 7.1 and 7.2fact that at the time of request such Holder does not hold the Common Stock underlying such securities.

Incidental Registrations. If Subject to the last sentence of this Section 2, if the Company at any time proposes to register any of its equity securities under the Securities Act for its own sale to the public, whether for the account of the Company or the account of any security holder of the Company (including, but not limited to, a Shelf Registration Statementshelf registration statement on Form S-3 or any successor form, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall give prompt written notice (but in no event less than 15 days prior to all holders of Registrable Securities the initial filing with respect thereto) to Kxxxx regarding such proposed registration. Upon the written request of any such holder Kxxxx made within 15 days after the receipt date of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder Kxxxx and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, ; provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (orregistration; provided that, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii)determination, the Company shall give the affected holders of Registrable Securities Kxxxx notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.62; (b) if, at any time after giving written notice (pursuant to this Section 7.62) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Kxxxx and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders Kxxxx that a registration be effected under Sections 7.1 or 7.2, as the case may beSection 1.1; and (c) if in connection with a registration pursuant to this Section 7.62, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company and Kxxxx in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price or the marketability of the securities being sold in such registration or the timing of such registration, then in the case of any registration pursuant to this Section 7.62, the Company shall include in such registration to the extent of only the number which the Company is so advised can be sold in such offering without such material adverse effect, first, ; provided that in such case it shall first include the securities, if any, being sold by the Company, and and, second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder)Kxxxx. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, 2; provided that each seller of Registrable Securities Kxxxx shall pay (a) all Registration Expenses to the extent required to be paid by such seller Kxxxx under applicable law and (b) all underwriting discounts and commissions and transfer taxes, if any, applicable to the Registrable Securities sold in such offering. No registration effected under this Section 7.6 2 shall relieve the Company from its obligation to effect any registration under Section 1.1 or prejudice the rights of Kxxxx under Section 1.1 or its ability to offer and sell shares under any Shelf Registration Statement. Notwithstanding anything to the contrary in this Section 2, during any Shelf Effectiveness Period, the provisions of this Section 2 shall only apply in respect of registrations under Sections 7.1 and 7.2for underwritten offerings for which a “road show” is conducted.

Incidental Registrations. (a) If the Company at any time after the date hereof proposes to register any of its equity securities Common Stock under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 S-8, or any successor formor other forms promulgated for similar purposes), then whether or not for sale for its own account (other than with respect to any registration pursuant to Section 8.2, in which case the Company rights granted to Stockholders of Registerable Securities under this Section 8.1 shall not apply), pursuant to a registration statement on which it is permissible to register Registerable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to all holders of Registrable Registerable Securities regarding of its intention to do so and of such proposed registrationStockholders' rights under this Section 8.1. Upon Subject to the terms of this Section 8, upon the written request of any such holder Stockholder made within 15 fifteen (15) days after the receipt of any such notice (which request shall specify the number of Registrable Registerable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereofStockholder), the Company shall will use its best efforts to effect the registration under the Securities Act of such Registrable all Registerable Securities on a pro rata basis in accordance with such intended method or methods of disposition, which the Company has been so requested to register by the holders thereof; provided that: (a) that (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securitiesproceed with the proposed registration of the Common Stock to be sold by it, the Company may, at its election, give written notice of such determination to each holder of Registrable Registerable Securities and, thereupon, shall not be obligated relieved of its obligation to register any Registrable Registerable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith), without prejudice(ii) if such registration involves an underwritten offering, however, all holders of Registerable Securities requesting and entitled to be included in the Company's registration must sell their Registerable Securities to the rights of Xxxxx 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 the Non-Xxxxx Stockholders that appropriate in combined primary and secondary offerings and (iii) if a registration requested pursuant to this Section 8.1(a) involves an underwritten public offering, any holder of Registerable Securities requesting to be effected under Sections 7.1 or 7.2included in such registration may elect, as in writing prior to the case may be; andeffective date of the registration statement filed in connection with such registration, not to register such Common Stock in connection with such registration. (b) The Company will pay all Registration Expenses in connection with each registration of Registerable Securities requested pursuant to this Section 8.1. (c) if in connection with If a registration pursuant to this Section 7.6, 8.1 involves an underwritten offering and the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise advises the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that that, in its opinion, the number of securities shares of Common Stock requested and otherwise proposed entitled to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse impact on such offering without materially and adversely affecting as contemplated by the offering Company (including the price of at which the securities being sold in Company proposes to sell such registrationCommon Stock), then in the case of any registration pursuant to this Section 7.6, the Company shall will include in such registration (i) first, 100% of the Common Stock the Company proposes to sell and (ii) second, to the extent of the number which of Registerable Securities requested and entitled to be included in such registration which, in the Company is so advised opinion of such managing underwriter, can be sold in such offering without such material having the adverse effecteffect referred to above, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares Registerable Securities requested and entitled to be included in such registration by the Stockholders, such amount to be allocated pro rata among all requesting Stockholders on the basis of Registrable the relative number of Registerable Securities owned then held directly or indirectly by each such Stockholder). The Company shall pay all Registration Expenses , provided that any Registerable Securities thereby allocated to any such Stockholder that exceed such Stockholder's request will be reallocated among the remaining requesting Stockholders in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2like manner.

Incidental Registrations. (i) If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor formparagraph 7(a) hereof), then whether of its own accord 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), and if the form of registration statement proposed to be used may be used for the registration of Registerable Common Stock, the Company shall will give prompt written notice to all holders of Registrable record of Securities regarding not less than 5 days nor more than 30 days prior to the filing of such registration statement of its intention to proceed with the proposed registration. Upon registration (the "Incidental Registration"), and, upon the written request of any such holder made within 15 5 days after the receipt of any such notice (which request shall will specify the number of Registrable Securities Registerable Common Stock intended to be disposed of by such holder and state the intended method or methods of disposition thereof), the Company shall will use its best efforts to effect the cause all Registerable Common Stock as to which registration has been requested to be registered under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of dispositionAct, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in if such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with an underwritten public offering, such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed holder's Registerable Common Stock to be included in such registration exceeds shall be offered upon the number which can be sold in such offering without materially same terms and adversely affecting the offering price of the conditions as apply to any other securities being sold included in such registration, then . Notwithstanding anything contained in the case of any registration pursuant to this Section 7.67(b) to the contrary, the Company shall include have no obligation to cause Registerable Common Stock to be registered with respect to any Investor whose Registerable Common Stock shall be eligible for resale under Rule 144(k) of the Securities Act. (ii) If an Incidental Registration is a primary registration on behalf of the Company and is in connection with an underwritten public offering, and if the managing underwriters advise the Company in writing that in their opinion the amount of securities requested to be included in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold (whether by the Company, and second, the Registrable Securities holders of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested rights pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2.subparagraph

Incidental Registrations. If (a) Whenever the Company proposes to file a Registration Statement at any time proposes and from time to register any of its equity securities under the Securities Act for its own account (includingtime, but not limited toit will, a Shelf Registration Statementprior to such filing, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall give prompt written notice to all holders the Purchaser of Registrable Securities regarding such proposed registration. Upon its intention to do so and, upon the written request of any such holder made the Purchaser, given within 15 20 days after the receipt of any Company provides such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and state the intended method or methods of disposition thereofof such Registrable Shares), the Company shall use its reasonable best efforts to effect cause all Registrable Shares which the registration Company has been requested by the Purchaser to register to be registered under the Securities Act of such Registrable Securities on a pro rata basis to the extent necessary to permit their sale or other disposition in accordance with such the intended method or methods of dispositiondistribution specified in the request of the Purchaser; PROVIDED, provided that:HOWEVER, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2 without obligation to the Purchaser. (ab) (i) In connection with any registration under this Section 2 involving an underwriting, the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price be required to include any Registrable Securities Shares in such registration and (ii) unless the Purchaser accepts the terms of the underwriting as agreed upon between the Company shall not include Registrable Securities and the underwriters selected by it. If in the opinion of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case it is desirable because of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant marketing factors to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that limit the number of securities requested and otherwise proposed Registrable Shares to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registrationoffering, then in the case of any registration pursuant to this Section 7.6, the Company shall be required to include in such the registration to the extent only that number of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securitiesRegistrable Shares, if any, being sold by which the managing underwriter believes should be included therein; PROVIDED, HOWEVER, that no persons or entities other than the Company, the Purchaser and second, other persons or entities holding registration rights shall be permitted to include securities in the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on offering. If the number of Registrable Shares to be included in the offering in accordance with the foregoing is less than the total number of shares which the holders of Registrable Shares have requested to be included, then the holders of Registrable Shares who have requested registration and other holders of securities entitled to include them in such registration shall participate in the registration pro rata based upon their total ownership of shares of Registrable Securities owned by each such StockholderCommon Stock (giving effect to the conversion into Common Stock of all securities convertible thereinto). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities If any holder would thus be entitled to include more securities than such holder requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxesregistered, if any. No registration effected under this Section 7.6 the excess shall relieve be allocated among other requesting holders pro rata in the Company from its obligation to effect registrations under Sections 7.1 and 7.2manner described in the preceding sentence.

Incidental Registrations. If the Company Matador agrees that at any time after a First Public Sale (and, in the event Matador has granted any so-called piggy-back rights with respect to the First Public Sale, in connection with the First Public Sale) and before the tenth (10th) anniversary of the Qualified First Public Sale, it proposes to register any of its equity securities in a primary offering of such securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other otherwise than pursuant to a Section 5.3) on Form S-1 or any other form of registration on statement (other than Form S-4 or S-8 or any successor form), Form S-8) then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect available for the registration under the Securities Act of securities of Matador, it will give timely written notice to all holders of outstanding Registrable Shares of its intention so to do and upon the written request of the holder of any such Registrable Shares, given within 30 days after receipt of any such notice from Matador, Matador will in each instance, subject to the next paragraph of this Section 5.5, use commercially reasonable efforts to cause all such Registrable Shares held by any such requesting holder of Registrable Shares to be registered under the Securities on a pro rata basis Act and registered or qualified under any state securities laws, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the prospective seller of the securities so registered. Any holder requesting registration of its Registrable Shares shall in its request describe briefly the manner of any proposed transfer of its Registrable Shares which proposed transfer shall, in any event, be in accordance with the manner of distribution provided for in such intended method registration. Matador shall provide to each holder of Registrable Shares that has requested inclusion of shares in the registration written notice of the date (the "FINAL DECISION DATE") that is three business days prior to Matador's estimate of the date it will first send to either underwriters or methods potential investors a preliminary prospectus covering the proposed offering. The Final Decision Date will not change so long as a preliminary prospectus is sent to either underwriters or potential investors within 15 days of dispositionMatador's estimated date for sending the preliminary prospectus. The notice shall be made to each holder of Registrable Shares in writing by overnight air courier or facsimile communication in accordance with the provisions of Section 7.7 at least two business days prior to the Final Decision Date. Each holder of Registrable Shares that has previously requested inclusion of shares in the registration shall have until 5:00 p.m. Dallas, provided that: (a) Texas time on the Final Decision Date to deliver to Matador a written notice of withdrawal of its request to include shares in the proposed offering. Any holder of Registrable Shares that has previously requested inclusion of shares in the registration that does not withdraw such request in accordance with the preceding sentence shall thereafter be bound to (i) sell in the Company shall not include Registrable Securities proposed offering covered by the registration the number of shares previously requested by the holder to be included in such proposed the registration (subject to the extent that the Board shall have determined, after consultation reduction in accordance with the managing underwriter for such next paragraph of this Section 5.5) upon substantially the same terms and at the same price per share as shares are sold by Matador in the proposed offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) enter into such customary agreements (including an underwriting agreement and any lock-up agreement requested by the Company Managing Underwriter and agreed to by Matador) and take such other actions in connection therewith as Matador shall not include Registrable Securities reasonably request in order to expedite or facilitate the registration or the proposed offering, and in such connection (1) make such representations and warranties as are relevant to such holder to Matador and the underwriters, in form, substance and scope as are customarily made in an underwritten offering; (2) comply with information requests by Matador in accordance with the last paragraph of Section 5.3; and (3) deliver such documents and certificates as may be reasonably requested by Matador and the managing underwriters to evidence compliance with clause (1) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the selling holder which in no event shall require indemnification of any Company Stockholder party by such selling holder except with regards to written material misstatements or material omissions in written material provided by such selling holder. Nothing in this Section 5.5 shall be deemed to require Matador to proceed with any proposed registration of its securities after giving the notice herein provided. Registration pursuant to this Section 7.6 5.5 shall be in accordance with, and subject to the extent that provisions of, the "Registration Procedures" set forth in Section 5.3(b) (other than clauses (i), (ii) and (v) thereof). If the managing underwriter (or, engaged by Matador in connection with an underwritten public offering of such securities proposed for registration under the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine Securities Act determines in good faith and for valid business reasons that the participation registration of such Company Stockholder Registrable Shares would materially and adversely affect have an adverse effect on the marketability or the offering price of the securities being sold in such registration and providedoffering, further, that in the event of any Matador shall cause such determination under clause (i) or (ii), the Company shall managing underwriter to give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give prompt written notice of such determination to each such requesting holder or holders, setting forth in reasonable detail the reasons for such determination. In such event Matador, upon written notice to the holders of such Registrable Securities and, thereuponShares, shall not have the right to limit such Registrable Shares to be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)registered, without prejudice, howeverif any, to the rights of Xxxxx largest number which would not result in such adverse effect on marketability or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter price of such registration offering (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy such limitation being applied to each such requesting holder pro rata in respect of Registrable Securities requesting registration thereof) that the number of shares subject to such request); PROVIDED THAT if securities requested and otherwise proposed of Matador held by any person (other than Matador) are to be included in such registration exceeds underwritten public offering, such reduction in the number of Registrable Shares (treating all such shares as one class of securities for this purpose) shall be not more than proportionate to the reduction in the number of such other securities which can are to be sold in such offering without materially and adversely affecting the offering price of the securities being sold included in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2.

Incidental Registrations. (a) If the Company at any time after the date hereof proposes to register any of its equity securities Equity Securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 S-8, or any successor formor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Company Registrable Securities for sale to the Company shall public under the Securities Act, it will, at each such time, give prompt written notice to all holders Holders of Registrable Securities regarding its intention to do so and of such proposed registrationHolders' rights under this Agreement. Upon the written request of any such holder Holder made within 15 thirty (30) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereofHolder), the Company shall will use its best commercially reasonable efforts to effect the registration under the Securities Act of such all Company Registrable Securities on a pro rata basis in accordance with such intended method or methods of dispositionwhich the Company has been so requested to register by the Holders thereof; PROVIDED, provided that: (a) that (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securitiesproceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, shall not be obligated relieved of its obligation to register any Company Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith), without prejudiceand (ii) if such registration involves an underwritten offering, however, all Holders requesting to be included in the Company's registration must sell their Company Registrable Securities to the rights of Xxxxx 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 the Non-Xxxxx Stockholders that appropriate in combined primary and secondary offerings. If a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration requested pursuant to this Section 7.6involves an underwritten public offering, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities any Holder requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds may elect, in writing prior to the number which can be sold in such offering without materially and adversely affecting the offering price effective date of the securities being sold registration statement filed in connection with such registration, then in the case not to register all or any part of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses securities in connection with each such registration. Nothing in this Section shall operate to limit the right of any Holder to request the registration of Registrable Securities requested pursuant to Common Stock issuable upon conversion, exchange or exercise of securities, including Warrants, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities. The registrations provided for in this Section 7.64.3 are in addition to, providedand not in lieu of, that each seller registrations made upon the request of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law Equity Purchaser and all underwriting discounts any other Holder in accordance with Sections 4.1 and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.24.2.

Incidental Registrations. If (a) Whenever the Company proposes to file a Registration Statement covering shares of Common Stock (other than a Registration Statement filed (i) pursuant to Section 2.1, 2.3 or 2.4, (ii) in accordance with the requirements of a written agreement entered into prior to the date hereof, (iii) with respect to shares issued by the Company in connection with an acquisition by the Company or any Subsidiary of all or a majority of the equity or assets of any entity, or (iv) with respect to a so-called "private investment, public equity" (a/k/a "PIPE") offering of Company-Offered Securities to which the provisions of Section 3.1 apply, except in any such case to the extent expressly permitted therein) at any time proposes and from time to register any of its equity securities under the Securities Act for its own account (includingtime, but not limited toit will, a Shelf Registration Statementprior to such filing, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall give prompt written notice to all holders Series D-1 Investors of its intention to do so; PROVIDED that no such notice need be given if no Series D-1 Registrable Securities regarding such proposed registrationShares are to be included therein as a result of a written notice from the managing underwriter pursuant to Section 2.2(b). Upon the written request of any such holder made a Series D-1 Investor or Series D-1 Investors given within 15 10 days after the receipt of any Company provides such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and state the intended method or methods of disposition thereofof such Series D-1 Registrable Shares), the Company shall use its best all commercially reasonable efforts to effect cause all Series D-1 Registrable Shares that the registration Company has been requested by such Series D-1 Investor or Series D-1 Investors to register to be registered under the Securities Act of such Registrable Securities on a pro rata basis to the extent necessary to permit their sale or other disposition in accordance with such the intended method or methods of dispositiondistribution specified in the request of such Series D-1 Investor or Series D-1 Investors; PROVIDED that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation upon 10 days' advance written notice to the Series D-1 Investors. Upon receipt of such notice, provided that:the Series D-1 Investors may elect to exercise their right to demand a registration in accordance with Section 2.1. (ab) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Series D-1 Investors as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the Company shall not right of any Series D-1 Investor to include its Series D-1 Registrable Securities Shares in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 2.2 shall be conditioned upon such Series D-1 Investor's participation in such underwriting on the terms set forth herein and (ii) all Series D-1 Investors including Series D-1 Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting by the Company. If any Series D-1 Investor who has requested inclusion of its Series D-1 Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Person may elect, by written notice to the extent that Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise advises the Company in writing (with that marketing factors require a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based limitation on the number of shares of Registrable Securities owned to be underwritten, the shares held by each holders other than the Series D-1 Investors and Other Registration Rights Holders shall be excluded from such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses Statement and underwriting to the extent required deemed advisable by the managing underwriter, and if a further reduction of the number of shares is required, the number of shares that may be included in such Registration Statement and underwriting shall be allocated among all Series D-1 Investors and Other Registration Rights Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as converted basis) held by them on the date the Company gives the notice specified in Section 2.2(a). If any Series D-1 Investor or Other Registration Rights Holder would thus be entitled to include more shares than such holder has requested to be paid by such seller under applicable law registered, the excess shall be allocated among other requesting Series D-1 Investors and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve Other Registration Rights Holders pro rata in the Company from its obligation to effect registrations under Sections 7.1 and 7.2manner described in the preceding sentence.

Incidental Registrations. If (a) Whenever the Company proposes to file a Registration Statement covering shares of Common Stock (other than a Registration Statement filed (i) pursuant to Section 2.1, 2.3 or 2.4, (ii) in accordance with the requirements of a written agreement entered into prior to the date hereof, (iii) with respect to shares issued by the Company in connection with an acquisition by the Company or any Subsidiary of all or a majority of the equity or assets of any entity, or (iv) with respect to a so-called “private investment, public equity” (a/k/a “PIPE”) offering of Company-Offered Securities to which the provisions of Section 3.1 apply, except in any such case to the extent expressly permitted therein) at any time proposes and from time to register any of its equity securities under the Securities Act for its own account (includingtime, but not limited toit will, a Shelf Registration Statementprior to such filing, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall give prompt written notice to all holders Series D-1 Investors of its intention to do so; provided that no such notice need be given if no Series D-1 Registrable Securities regarding such proposed registrationShares are to be included therein as a result of a written notice from the managing underwriter pursuant to Section 2.2(b). Upon the written request of any such holder made a Series D-1 Investor or Series D-1 Investors given within 15 10 days after the receipt of any Company provides such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and state the intended method or methods of disposition thereofof such Series D-1 Registrable Shares), the Company shall use its best all commercially reasonable efforts to effect cause all Series D-1 Registrable Shares that the registration Company has been requested by such Series D-1 Investor or Series D-1 Investors to register to be registered under the Securities Act of such Registrable Securities on a pro rata basis to the extent necessary to permit their sale or other disposition in accordance with such the intended method or methods of dispositiondistribution specified in the request of such Series D-1 Investor or Series D-1 Investors; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation upon 10 days’ advance written notice to the Series D-1 Investors. Upon receipt of such notice, provided that:the Series D-1 Investors may elect to exercise their right to demand a registration in accordance with Section 2.1. (ab) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Series D-1 Investors as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the Company shall not right of any Series D-1 Investor to include its Series D-1 Registrable Securities Shares in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 2.2 shall be conditioned upon such Series D-1 Investor’s participation in such underwriting on the terms set forth herein and (ii) all Series D-1 Investors including Series D-1 Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting by the Company. If any Series D-1 Investor who has requested inclusion of its Series D-1 Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Person may elect, by written notice to the extent that Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise advises the Company in writing (with that marketing factors require a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based limitation on the number of shares of Registrable Securities owned to be underwritten, the shares held by each holders other than the Series D-1 Investors and Other Registration Rights Holders shall be excluded from such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses Statement and underwriting to the extent required deemed advisable by the managing underwriter, and if a further reduction of the number of shares is required, the number of shares that may be included in such Registration Statement and underwriting shall be allocated among all Series D-1 Investors and Other Registration Rights Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as converted basis) held by them on the date the Company gives the notice specified in Section 2.2(a). If any Series D-1 Investor or Other Registration Rights Holder would thus be entitled to include more shares than such holder has requested to be paid by such seller under applicable law registered, the excess shall be allocated among other requesting Series D-1 Investors and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve Other Registration Rights Holders pro rata in the Company from its obligation to effect registrations under Sections 7.1 and 7.2manner described in the preceding sentence.

Incidental Registrations. If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration Registration Statement on Form S-4 or S-8 or any successor form)) at any time when Greenwich owns less than 35% of the Common Stock on a fully diluted basis, then and the Company shall registration form to be used may be used for the Registration of Registrable Securities, it will give prompt written notice to all holders Management Stockholders of Registrable Securities regarding such proposed registrationits intention to do so. Upon the written request of any such holder Management Stockholder made within 15 20 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration Registration under the Securities Act of all such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, provided that: (a) (i) if such Registration shall be in connection with any public offering by the Company, the Company shall not include any Registrable Securities in such proposed registration to the extent that Registration if the Board shall have determined, after consultation with the managing underwriter 21 26 for such offering, that it would materially and adversely affect is not in the offering price best interests of the Company or Greenwich, as the case may be, to include any such Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6Registration; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register any equity securities and prior to the effective date of the registration statement a Registration Statement filed in connection with such registrationRegistration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration therewith (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration Registration pursuant to this Section 7.69.1 involves an underwritten offering, and the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration Registration thereof) that that, in its opinion, the number of securities requested and otherwise proposed pro posed to be included in such registration Registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6price, the Company shall will include securities requested and otherwise proposed to be registered in such registration Registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, effect on the following basis: (i) priority in a registration initiated by a holder exercising a contractual right to demand such registration shall be given (a) first, to the securitiessecurities offered for the account of such holder, ((b) second, pro rata among securities of the Company requested to be registered by Greenwich or the Princes Gate Investors (if anynot included in clause (a)), being sold (c) third, pro rata among the securities of the Company requested to be registered by the Management Stockholders, and (d) fourth, to the securities offered for the account of the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and (ii) priority in a registration initiated by the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration the sale of Registrable Securities requested pursuant its equity securities for its own account shall be given (a) first, to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2.securities offered

Incidental Registrations. If the Company at any time proposes to register any of its equity securities IDSs or ASC Common Stock under the Securities Act for its own account, the account of any other Person or Persons or pursuant to Section 3.1 hereof (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall promptly, but in any event within 10 days of its decision to register securities, give prompt written notice to all holders Holders of Registrable Securities and Exchange Warrants regarding such proposed registration. Upon the written request of any such holder Holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition thereof), the Company shall use its reasonable best efforts to effect the registration under the Securities Act (both with respect to their initial issuance to Holders, if required, and to their resales) of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.64) of its intention to register equity securities IDSs or ASC Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securitiesIDSs or ASC Common Stock, the Company may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders such Holders that a registration be effected under Sections 7.1 or 7.2, as the case may be; andSection 3.1; (cb) if in connection with a registration pursuant to this Section 7.64, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.64, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect: (1) if the registration is a primary registration on behalf of the Company, first, the securities, if any, being sold securities proposed to be included by the CompanyCompany and second, the Registrable Securities requested to be included in such registration by the Holders participating in such registration and the securities proposed to be registered by another Person or Persons, each pro rata in accordance with the number of Registrable Securities so requested to be included and the number of securities proposed to be registered by any other Person or Persons; (2) if the registration is a secondary registration on behalf of a Person or Persons other than a Holder participating in such registration, first, the securities proposed to be registered by such other Person or Persons, and second, the Registrable Securities of Xxxxx, requested to be included in such registration by the Outside Stockholders and the Company StockholdersHolders participating in such registration, on a pro rata basis (based on the number of shares of Registrable Securities owned so requested to be included by each such Stockholder)Holder; and (3) if the registration is made pursuant to Section 3.1, in accordance with Section 3.5; and (c) in addition to the foregoing, in the event the Company proposes to register ASC Common Stock alone, the Company shall use its reasonable best efforts to include in such registration IDSs or IDS Notes to be issued to the requesting Holders as provided in this Section 4 but the managing underwriter of such registration may exclude such IDSs or IDS Notes from the sale of ASC Common Stock to the public. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.64, provided, provided that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 4 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2Section 3.1.

Incidental Registrations. If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statementshelf registration statement on Form S-3, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall give prompt written notice (but in no event less than 20 days prior to the initial filing with respect thereto) to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 20 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, ; provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Management Stockholder in any proposed registration pursuant to this Section 7.6 2 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration registration; and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.62; (b) if, at any time after giving written notice (pursuant to this Section 7.62) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders OTPP that a registration be effected under Sections 7.1 or 7.2, as the case may beSection 1.1; and (c) if in connection with a registration pursuant to this Section 7.62, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.62, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, of first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, 2; provided that each seller of Registrable Securities shall pay (a) all Registration Expenses to the extent required to be paid by such seller under applicable law and (b) its pro rata share (based on the number of Registrable Securities included in such offering) of all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 2 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2Section 1.1.

Incidental Registrations. If the Company at any time proposes to register the offer and sale of any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 (x) an employee equity compensation plan, including an option plan, or S-8 (y) an acquisition, strategic or any successor formbusiness combination transaction), then the Company shall will give prompt written notice to all such holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall will use its best efforts to effect effect, in connection with such proposed registration by the Company, the registration under the Securities Act of the offer and sale of such Registrable Securities on a pro rata basis (based on the number of Registrable Securities owned by each such Stockholder) in accordance with such intended method or methods of disposition, provided that: (a) (i) if such registration shall be in connection with an IPO, the Company shall not include any Registrable Securities in such proposed registration to the extent that if the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect is not in the offering price best interests of the Company to include any Registrable Securities in such registration and (ii) the Company shall not include any Registrable Securities of any Company Management Stockholder in any proposed registration pursuant to this Section 7.6 2 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Management Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause subsection (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first paragraph of this Section 2. The Company shall use its commercially reasonable best efforts to persuade the managing underwriter not to make or to minimize the determination set forth in the preceding sentence of this Section 7.62.1(a); (b) if, at any time after giving written notice (pursuant to this Section 7.62) of its intention to register the offer and sale of equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the offer and sale of such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register the offer and sale of any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Xxxxx Parties, on behalf of the Xxxxx Group, or the Non-Xxxxx Stockholders RLB to request that a registration be effected under Sections 7.1 Section 1.1 or 7.21.2, as the case may be; and; (c) if if, in connection with a registration pursuant to this Section 7.62, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registrationprice, then in the case of any registration pursuant to this Section 7.62, the Company shall will include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, Company in such registration for its own account and second, the Registrable Securities of Xxxxxthe Xxxxx Group, the Outside Stockholders Third Party Investors and the Company StockholdersManagement Stockholders being sold by them in such registration pursuant to this Section 2, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The ; (d) the Company shall will pay all Registration Expenses in connection with each registration of the offer and sale of Registrable Securities requested pursuant to this Section 7.62, provided, including the reasonable fees and expenses of one counsel selected by the Management Stockholders (and reasonably acceptable to the Company); provided that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 2 shall relieve the Company from its obligation to effect registrations under Sections 7.1 1.1 and 7.21.2; (e) notwithstanding the intended method or methods specified by a holder of Registrable Securities, in the event that the registration giving rise to the registration rights in this Section 2 is to be effected pursuant to an underwritten offering, then such method of distribution shall be pursuant to such underwritten offering and in the event that the registration giving rise to the registration rights in this Section 2 is to be effected pursuant to a "shelf" registration, then such method of distribution shall be pursuant to such "shelf" registration, and the duration thereof shall not be longer than that of such "shelf" registration. (f) the Company shall have no obligation under this Section 2 to use its best efforts to effect any registration of any shares of Registrable Securities which any Third Party Investor or Management Stockholder (other than RLB) has requested be registered, unless shares of Registrable Securities owned by members of the Xxxxx Group shall be included in such registration or unless the Xxxxx Parties determine otherwise; (g) the Company shall not be required to effect any registration of Registrable Securities under this Section 2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans; and (h) in the event of an underwritten IPO covering shares of Common Stock for the account of the Company, the Xxxxx Parties shall have the right by written notification to the Company at any time to convert such registration into a registration of shares of Registrable Securities pursuant to and governed by the provisions of Section 2.1.

Incidental Registrations. If (a) Notwithstanding anything to the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (includingcontrary in this Agreement, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall give prompt written notice to file on or before February 27, 1998 a Registration Statement which includes all holders of the Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder Shares and the intended method or methods of disposition thereof), the Company thereafter shall use its best efforts to effect cause the registration Registration Statement to become effective to the extent required to permit the disposition of the Registrable Shares to be registered; provided, (b) Each other time the Company shall determine after the date of this Agreement and after the Company has publicly reported its financial results for the fourth calendar quarter of 1997, to file a Registration Statement under the Securities Act of such Registrable Securities on a pro rata basis in accordance connection with such intended method or methods of disposition, provided that: (a) (i) any NeoMedia Stock owned either by the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include or by any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii)other holders thereof, the Company shall give written notice of its determination to the affected holders Shareholders at least 30 days prior to the anticipated filing date of such Registration Statement. Within 10 days after their respective receipt of such notice from the Company, one or both Shareholders may request, pursuant to a Registration Notice, the inclusion in the registration of all or a portion of the Registrable Shares. Such Registration Notice shall identify each Shareholder who has requested registration and the number of Registrable Securities notice Shares to be included in the registration. Upon its receipt of any such determination Registration Notice, the Company shall include in the Registration Statement the Registrable Shares identified in such Registration Notice and in lieu thereafter shall use its best efforts to cause the Registration Statement to become effective to the extent required to permit the disposition of the notice otherwise required by the first sentence of this Section 7.6; Registrable Shares to be registered; provided, however, that (bi) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity any securities and 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 such equity proceed with the proposed registration of the securities, the Company may, at its election, give written notice of such determination to each holder Shareholder and thereupon shall be relieved of Registrable Securities and, thereupon, shall not be obligated its obligation to register any Registrable Securities Shares in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith); and (ii) if such registration involves an underwritten offering, without prejudice, however, the Shareholders requesting to be included in the Company's registration must sell their Registrable Shares to the rights of Xxxxx underwriters 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 the Non-Xxxxx Stockholders that appropriate. If a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration requested pursuant to this Section 7.63 involves an underwritten public offering, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities any Shareholder requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds may elect, in writing prior to the number which can be sold in such offering without materially and adversely affecting the offering price effective date of the securities being sold Registration Statement filed in connection with such registration, then in the case of any registration pursuant not to this Section 7.6, the Company shall include in register such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses securities in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if anyregistration. No registration effected under this Section 7.6 3 shall relieve the Company from of its obligation obligations to effect registrations registration upon request under Sections 7.1 and 7.2Section 2 hereof.

Incidental Registrations. If the Company at any time proposes to register any of its Common Stock (or other equity securities which the Company has issued in respect of, in exchange for or in substitution for its previously outstanding Common Stock) under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form)) for (i) its own account, (ii) the account of any Principal Holder pursuant to Section 1.2 hereof, or (iii) the account of any other Person or Persons, then the Company shall promptly, but in any event within 10 days of its decision to register such securities, give prompt written notice to all holders of Registrable Securities Holders regarding such proposed registrationregistration (but without duplication of any notice given under Section 1.2). Upon the written request of any such holder Holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder Holder and the intended method or methods of disposition thereof, unless such registration is in connection with an underwritten offering), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such the intended method or methods of disposition, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) 1.6 of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, (i) the Company shall determine for any reason not to so register such equity securities, or (ii) the Principal Holder or Principal Holders requesting registration under Section 1.2 withdraw such requests pursuant to Section 1.5, as the case may be, the Company may, at its election, shall give written notice of such determination or withdrawal of request for registration, to each holder of Registrable Securities Holder, and, thereupon, shall not no longer be obligated to register any Registrable Securities in connection with such registration pursuant to this Section 1.6 (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders such Principal Holders that a registration be effected under Sections 7.1 under, or 7.2as to the number of registrations to be effected under, as the case may be; andSection 1.2; (cb) if in connection with if: (i) a registration to be effected pursuant to this Section 7.6, 1.6 relates to a proposed underwritten offering and (ii) the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder Holder requesting registration of Registrable Securities) that, in its opinion, the number of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price or marketability of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6offering, the Company shall include in such registration registration, to the extent of the number of Registrable Securities which the Company is so advised can be sold in such offering without such material adverse effect: (1) if the registration is a primary registration on behalf of the Company, first, the securities, if any, being sold securities proposed to be included by the CompanyCompany second, the Registrable Securities requested to be included in such registration by the Holders and any other Person or Persons holding shares of Common Stock if and to the extent such Person or Persons’ participation has been consented to pursuant to Section 1.7, and third any securities proposed to be registered by another Person or Persons, in each case on a pro rata basis in accordance with the number of Registrable Securities so requested to be registered by each such Holder; (2) if the registration is a secondary registration on behalf of a Person or Persons other than a Holder, first, the securities proposed to be registered by such other Person or Persons, and second, the Registrable Securities of Xxxxx, requested to be included in such registration by the Outside Stockholders and the Company StockholdersHolders, on a pro rata basis (based on in accordance with the number of shares of Registrable Securities owned so requested to be included by each such Stockholder). The Company shall pay all Registration Expenses in connection with each Holder; and (3) if the registration of Registrable Securities requested is made pursuant to Section 1.2 (including a deemed request for registration thereunder pursuant to Section 1.3), in accordance with Section 1.5 and not in accordance with this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any1.6(b). No registration effected under this Section 7.6 1.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2Section 1.2.

Incidental Registrations. If (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1) at any time proposes and from time to register any of its equity securities under the Securities Act for its own account (includingtime, but not limited toit will, a Shelf Registration Statementprior to such filing, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall give prompt written notice to all holders Questar Stockholders of Registrable Securities regarding such proposed registrationits intention to do so. Upon the written request of any such holder made a Questar Stockholder given within 15 20 days after the receipt of any Company provides such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and state the intended method or methods of disposition thereofof such Questar Registrable Shares), the Company shall use its best efforts to effect cause all Questar Registrable Shares which the registration Company has been requested by such Questar Stockholder to register to be registered under the Securities Act of such Registrable Securities on a pro rata basis to the extent necessary to permit their sale or other disposition in accordance with such the intended method or methods of disposition, distribution specified in the request of such Questar Stockholder; provided that:that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Questar Stockholder. (ab) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Questar Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the Company shall not right of any Questar Stockholder to include its Questar Registrable Securities Shares in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 2.2 shall be conditioned upon such Questar Stockholder's participation in such underwriting on the terms set forth herein and (ii) all Questar Stockholders including Questar Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting by the Company; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Questar Stockholders materially greater than the obligations of the Questar Stockholders pursuant to Section 2.5. If any Questar Stockholder who has requested inclusion of its Questar Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the extent that Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise advises the Company in writing (with that, in its discretion, market factors require a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based limitation on the number of shares to be underwritten, the shares held by holders of Registrable Securities owned by each securities of the Company other than Questar Stockholders and the Questar Stockholders shall be excluded from such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses Statement and underwriting to the extent required deemed advisable by the managing underwriter, and, if a further reduction of the number of shares is required, the number of shares that may be included in such Registration Statement and underwriting shall be allocated among all Questar Stockholders and Camden requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as- converted basis) held by them on the date the Company gives the notice specified in Section 2.2(a). If any Questar Stockholder would thus be entitled to include more shares than such holder requested to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxesregistered, if any. No registration effected under this Section 7.6 the excess shall relieve be allocated among other requesting Questar Stockholders pro rata in the Company from its obligation to effect registrations under Sections 7.1 and 7.2manner described in the preceding sentence.

Incidental Registrations. a. If the Company at any time AWHI proposes to register file on its behalf and/or on behalf of any of its equity securities security holders a Registration Statement under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 S-1, or S-8 or on any successor formother form for the general registration of securities to be sold for cash with respect to any class of equity security (as defined in Section 3(a)(11) under the Exchange Act), then the Company AWHI shall be required to give prompt written notice to all each Eligible Shareholder at least thirty (30) days before the filing with the SEC of such Registration Statement. The notice shall offer to include in such filing on the same terms and conditions as the securities proposed to be included in such Registration Statement of AWHI and/or any of its security holders such number of Registrable Securities regarding such proposed registrationshares of Restricted Stock as the Eligible Shareholders may request, subject to the limitations hereinafter set forth. Upon the written request of any such holder made Those Eligible Shareholders desiring to have Restricted Stock registered under this Section 1.2 shall be required (i) to so advise AWHI in writing within 15 twenty (20) days after the date of receipt of any such notice (which request shall specify offer from AWHI, setting for the number of Registrable Securities intended shares of Restricted Stock for which registration is requested, and (ii) to deliver to AWHI a letter from counsel (who shall be reasonably satisfactory to AWHI) for those Eligible Shareholders requesting registration to the effect that registration under the Act of the proposed sale of such Restricted Stock as required under the Act in order to Transfer such Restricted Stock in the manner contemplated. AWHI shall thereupon include in such filing subject to the limitations hereinafter set forth, the Restricted Stock proposed to be disposed offered for sale by the Eligible Shareholders making such request, on the same terms and conditions as the securities proposed to be included in such filing on behalf of by such holder AWHI and/or any of its security holders, and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of the sale of such Registrable Securities on a pro rata basis shares. b. The right of the Eligible Shareholders to have Restricted Stock included in any Registration Statement filed by AWHI in accordance with such intended method the provisions of this Section 1.2 shall be subject to the following limitations and conditions: i. AWHI shall, in its sole discretion, select the underwriter or methods underwriters, if any, who are to undertake the sale and distribution of dispositionthe Restricted Stock to be included in a Registration Statement filed under the provisions of this Section 1.2; ii. In the event the Registration Statement proposed to be filed by AWHI pursuant to this Section 1.2 shall be, in whole or in part, for a firm commitment underwritten primary public offering of securities of AWHI, AWHI shall, as soon as practicable after the expiration of the twenty (20) day period provided that:for in Section 1.2 (a) (i) furnish each Holder with a written statement of the Company shall not include Registrable Securities in such proposed registration managing or principal underwriter as to the extent that Maximum Includable Underwritten Shares (the Board shall have determined, after consultation with "Includable Shares Notice"). If the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the total number of securities requested shares of AWHI Common Stock and otherwise other classes of stock of AWHI proposed to be included in such registration exceeds underwritten public offering is in excess of the Maximum Includable Underwritten Shares, the number of shares of Restricted Stock to be included within the coverage of such Registration Statement and which can are to be sold in such offering without materially and adversely affecting underwritten shall be reduced to the offering price of the Maximum Includable Underwritten Shares as follows: (A) First, AWHI shall be entitled to include all securities being sold in such registration, then in the case of any registration pursuant it proposes to this Section 7.6sell; (B) Second, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, Eligible Shareholders (on a pro rata basis or as they otherwise may agree) shall be entitled to include the shares of Restricted Stock as to which they have requested registration to the extent that such shares, together with the shares to be included under clause (based on A), do not exceed the Maximum Includable Underwritten Shares; and (C) any other security holders with registration rights shall be entitled to include their securities to the extent that such securities, together with the shares to be included under clauses (A) and (B), do not exceed the Maximum Includable Underwritten Shares. c. No reduction shall be made in the number or amount or securities to be registered for the account of AWHI; d. The right to require incidental registration of shares of Registrable Securities owned Restricted Stock under this Section 1.2 shall terminate upon the expiration of five (5) years following the Closing Date. e. Anything contained in this Section 1.2 to the contrary notwithstanding, the right to require incidental registration of shares of Restricted Stock hereunder shall not apply to a Registration Statement relating to an offering solely for the account of security holders of a single corporation with respect to securities issued or to be issued by each such Stockholder). The Company shall pay all Registration Expenses AWHI in connection with the acquisition of the stock or assets, or the merger or consolidation, of such corporation by or with AWHI, which Registration Statement is filed by AWHI within ninety (90) days following the closing of such acquisition. f. AWHI agrees to furnish each registration Holder with such number of Registrable Securities requested pursuant copies of the Prospectus as such Holder may reasonably request in order to this Section 7.6, provided, that each seller facilitate the sale and distribution of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2his Restricted Stock.

Incidental Registrations. If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form)) it shall give written notice thereof to each Stockholder. If, then within 10 days after the receipt of any such notice, any Stockholder requests that the Company shall include all or any portion of the Registrable Securities owned by such Stockholder in such registration, then, subject to subsection (a) below, the Company will give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 10 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall will use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis (based on the number of shares of Registrable Securities owned by each such requesting holder) in accordance with such intended method or methods of disposition, provided that: (a) (i) without the prior written consent of the Stockholders, the Company shall not include any Registrable Securities of holders of Registrable Securities other than the Stockholders in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that if it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine believes in good faith that the participation inclusion of such Company Stockholder securities would materially and adversely affect not be in the marketability or the offering price best interests of the securities being sold Company, provided that the Company will include in such registration that number of Registrable Securities of the holders of Registrable Securities that such managing underwriter and the Company determine would not be adverse to the best interests of the Company and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities prompt notice of after any such determination and has been made (in lieu of the notice otherwise required by under the first second sentence of this Section 7.62); (b) if, at any time after giving written notice (pursuant to this Section 7.62) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and, (c) if in connection with a registration pursuant to this Section 7.62, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price or the market price of the securities being sold in such registrationCommon Stock or would otherwise jeopardize the offering, then in the case of any registration pursuant to this Section 7.62, the Company shall will include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Registerable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder), third, the Registrable Securities of any other holder, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such holder), and fourth, the securities, if any, of any other securitiesholder of the Company entitled to incidental registration rights with respect thereto, subject to the limitations of Section 7. Notwithstanding the foregoing, the holders of Registrable Securities other than the Stockholders will not be entitled to participate in any registration pursuant to this Section 2 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith and in writing (with a copy to each affected Person requesting registration of Registrable Securities) that the participation of any such holder would adversely affect the marketability or offering price of the securities being sold by the Company or any Stockholder in such registration. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.62, provided, provided that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 2 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.21.1.

Incidental Registrations. (a) If the Company at any time after the date hereof proposes to register any of its equity securities Equity Securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 S-8, or any successor formor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Company Registrable Securities for sale to the Company shall public under the Securities Act, it will, at each such time, give prompt written notice to all holders Holders of Registrable Securities regarding its intention to do so and of such proposed registrationHolders’ rights under this Agreement. Upon the written request of any such holder Holder made within 15 thirty (30) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereofHolder), the Company shall will use its best commercially reasonable efforts to effect the registration under the Securities Act of such all Company Registrable Securities on a pro rata basis in accordance with such intended method or methods of dispositionwhich the Company has been so requested to register by the Holders thereof; provided, provided that: (a) that (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securitiesproceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, shall not be obligated relieved of its obligation to register any Company Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith), without prejudiceand (ii) if such registration involves an underwritten offering, however, all Holders requesting to be included in the Company’s registration must sell their Company Registrable Securities to the rights of Xxxxx 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 the Non-Xxxxx Stockholders that appropriate in combined primary and secondary offerings. If a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration requested pursuant to this Section 7.6involves an underwritten public offering, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities any Holder requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds may elect, in writing prior to the number which can be sold in such offering without materially and adversely affecting the offering price effective date of the securities being sold registration statement filed in connection with such registration, then in the case not to register all or any part of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses securities in connection with each such registration. Nothing in this Section shall operate to limit the right of any Holder to request the registration of Registrable Securities requested pursuant to Common Stock issuable upon conversion, exchange or exercise of securities, including Warrants, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities. The registrations provided for in this Section 7.64.3 are in addition to, providedand not in lieu of, that each seller registrations made upon the request of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law Equity Purchaser and all underwriting discounts any other Holder in accordance with Sections 4.1 and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.24.2.

Incidental Registrations. (a) If the Company at any time after a Qualifying Public Offering the Corporation proposes to register any of its equity securities under the Securities Act for Act, whether of its own account (includingaccord or at the request or demand of any Holder of such securities, but not limited toand if the registration form proposed to be used may be used for the registration of Restricted Securities, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall Corporation will thereupon give prompt written notice to all holders the Holders of Registrable Restricted Securities regarding such proposed registration. Upon of its intention to proceed with the registration (hereinafter the “Incidental Registration”), and, upon the written request of any such holder Holder made within 15 days after the receipt of any such notice (which request shall will specify the number of Registrable Restricted Securities intended to be disposed of by such holder Holder and state the intended method or methods of disposition thereof), the Company shall Corporation will use its best efforts to effect cause all such Restricted Securities, the Holders of which have so requested the registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of dispositionthereof, provided that: (a) (i) the Company shall not include Registrable Securities to be included in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6;Incidental Registration. (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed If an Incidental Registration is in connection with such registrationan underwritten public offering, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) and if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall underwriters advise the Company Corporation in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that in their opinion the number amount of securities requested and otherwise proposed to be included in such registration (whether by the Corporation or Holders) exceeds the number amount of such securities which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6offering, the Company shall Corporation will include in such registration offering the amount of securities requested to be included which in the extent opinion of the number which the Company is so advised such underwriters can be sold in such offering without such material adverse effect, as follows: (a) first, all the securities, if any, being shares shall be included which are proposed to be sold by the CompanyCorporation; (b) if shares can still be included, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable capital stock that may be included shall be allocated among all Holders of Restricted Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6proportion, providedas nearly as practicable, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required respective amounts of shares of stock which they had requested to be paid included in such registration at the time of filing the registration statement. (c) No Holder of Restricted Securities may participate in any underwritten Incidental Registration unless such Holder (a) agrees to sell such Restricted Securities on the basis provided in any underwriting arrangement approved by the Corporation and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting arrangements and other documents required under the terms of such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2arrangements.

Incidental Registrations. If the Company agrees that at any time it proposes to register any of its equity securities Securities in a primary or secondary offering of such Securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other otherwise than pursuant to a Section 7.3) on Form S-l or any other form of registration on statement (other than Form S-4 or S-8 or any successor form), Form S-8) then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect available for the registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant Company, it will give timely written notice to this Section 7.6 all Holders of outstanding Warrants and Registrable Warrant Shares of its intention so to do and upon the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price written request of the securities being sold in such registration and provided, further, that in the event Holder of any such determination under clause (i) Warrants or (ii)Registrable Warrant Shares, given within 30 days after receipt of any such notice from Company, Company will in each instance, subject to the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence next paragraph of this Section 7.6; (b) if7.5, at any time after giving written notice (pursuant use its best efforts to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of cause all Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities Warrant Shares requested and otherwise proposed to be included in such registration exceeds by any such requesting Holder to be registered under the number which can be sold Securities Act and registered or qualified under any state securities laws, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such offering without materially and adversely affecting request by the offering price prospective seller of the securities being sold Securities so registered. Nothing in this Section 7.5 shall be deemed to require Company to proceed with any registration of its Securities after giving the notice herein provided. Registration pursuant to this Section 7.5 shall be in accordance with, and subject to the provisions of, the “Registration Procedures” set forth in Section 7.3(b). If the managing underwriter engaged by Company in connection with an underwritten public offering of Securities proposed for registration as described in this Section 7.5 determines in good faith and for valid business reasons that registration of the Registrable Warrant Shares proposed for inclusion in such registration would, when combined with the other Securities to be included in such registration, then in have an adverse effect on the case marketability or the price of any registration pursuant such offering (an “Incidental Cutback Determination”), such managing underwriter shall give prompt written notice of such Incidental Cutback Determination to this Section 7.6such requesting Holder or Holders. In such event Company, the Company shall include in such registration upon written notice to the extent Holders of such Registrable Warrant Shares, shall have the number which the Company is so advised can right to limit such Registrable Warrant Shares to be sold in such offering without such material adverse effect, first, the securitiesregistered, if any, to the largest number which would not result in such adverse effect on marketability or the price of such offering (such limitation being sold by the Company, and second, the applied to each such requesting Holder of Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a Warrant Shares pro rata basis (based on in respect of the number of shares of Registrable Securities owned by each subject to such Stockholderrequest). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2.

Incidental Registrations. (a) If the Company at any time proposes or from time to time (but prior to the expiration of five years from the effective date of the Initial Public Offering) the Company shall determine to register any of its equity securities under the Securities Act Common Stock, for its own account or for the account of any of its shareholders (including, but not limited to, a Shelf Registration Statement, but other than pursuant the Holders), other than a registration relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 transaction or any Rule adopted by the Commission in substitution therefor or in amendment thereto, or a registration on Form S-4 any registration form which does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, the Company will: (i) promptly give to each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable Blue Sky or S-8 other state securities laws); and (ii) include in such registration (and any related qualification under Blue Sky laws or any successor formother compliance), then and in any underwriting involved therein, all of the Registrable Securities and Management Stock specified in a written request or requests received by the Company within twenty (20) days after the giving of such written notice by the Company, by any Holder or Holders, subject to the limitations set forth in Section 8.3(b). (b) If the registration of which the Company gives notice is for a registered public offering involving an underwritten public offering, the Company shall give prompt so advise the Holders as a part of the written notice given pursuant to all holders Section 8.3(a)(i). In such event the right of any Holder to registration pursuant to this Section 8.3 shall be conditioned upon such Holder's participation in such underwritten public offering and the inclusion of such Holder's Registrable Securities regarding in the underwritten public offering to the extent provided herein. All Holders proposing to distribute their securities through such proposed registrationunderwritten public offering shall (together with the Company and the other Holders distributing their securities through such underwritten public offering) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten public offering by the Company. Upon Notwithstanding any other provision of this Section 8.3, if the written request underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, all shares to be sold by the Company shall be included in such offering before any such holder made within 15 days after Registrable Securities are so included, and further, the receipt of any such notice (which request shall specify underwriter otherwise may limit the number of Registrable Securities intended to be disposed included in the registration and underwritten public offering. The Company shall so advise all Holders (except those Holders who have not elected to distribute any of their Registrable Securities through such underwritten public offering), and the number of shares of Registrable Securities and shares of Management Stock that may be included in the registration and underwritten public offering shall be allocated among such Holders and holders of Management Stock in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and shares of Management Stock owned by such holder Holders and holders of Management Stock at the intended method or methods time of disposition thereof), filing the Company shall use its best efforts to effect the registration under the Securities Act of such Registration Statement. No Registrable Securities on a pro rata basis in accordance with such intended method or methods shares of disposition, provided that: (a) (i) Management Stock excluded from the Company underwritten public offering by reason of the underwriter's marketing limitation shall not include Registrable Securities be included in such proposed registration to registration. If the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event terms of any such determination under clause underwritten public offering differ materially from the terms (iincluding range of offering price) or (ii)previously communicated to any Holder, such Holder may elect to withdraw therefrom by written notice to the Company shall give and the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required underwriter, which notice, to be effective, must be received by the first sentence of this Section 7.6; Company at least two (b2) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to business days before the anticipated effective date of the registration statement filed in connection with Registration Statement. The Registrable Securities and/or other securities so withdrawn from such underwritten public offering shall also be withdrawn from such registration; provided, however, that if by the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice withdrawal of such determination to each holder -------- Registrable Securities a greater number of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case held by other selling Holders may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds (up to the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case maximum of any registration pursuant to this Section 7.6, limitation imposed by the underwriters) then the Company shall include in such registration in place of such withdrawn Registrable Securities such additional Registrable Securities held by other selling Holders whose Registrable Securities were excluded pursuant to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold limitation by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested underwriter pursuant to this Section 7.6, provided, that each seller of 8.3(b) in the same proportion as such Registrable Securities were excluded pursuant to such underwriter limitation (with no more Registrable Securities being so included than were withdrawn). In the event that the contemplated sale does not involve an underwritten public offering and a determination that the inclusion of the Registrable Securities adversely affects the marketing of the shares shall pay all be made by the Board of Directors of the Company in its good faith discretion, then no Registrable Securities are required hereby to be included in the contemplated sale. (c) The Company may at any time withdraw or abandon any Registration Expenses Statement which triggers the provisions of this Section 8.3 without any liability to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2Holders.

Incidental Registrations. If the Company Partnership at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form)form or a an “automatic shelf registration statement” on Form S-3 if the Partnership would otherwise qualify as a “WKSI” and has been is advised by independent outside counsel that filing an “automatic shelf registration statement” for registration of the Registrable Securities would cause the Partnership to be an “ineligible issuer,” as such term is defined in Rule 405 under the Securities Act) whether or not for sale for its own account, then the Company Partnership shall give prompt written notice (but in no event less than 30 days prior to the initial filing with respect thereto) to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company Partnership shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, ; provided that: (a) (i) the Company Partnership shall not include Registrable Securities in such proposed registration to the extent that the Managing General Partner’s Board of Directors shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company Partnership shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.62; (b) if, at any time after giving written notice (pursuant to this Section 7.62) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Partnership shall determine for any reason not to register such equity securities, the Company Partnership may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders Special General Partner and the Organizational Limited Partner that a registration be effected under Sections 7.1 or 7.2, as the case may beSection 1.1; and (c) if in connection with a registration pursuant to this Section 7.62, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company Partnership in writing (with a copy to each holder of Registrable Securities requesting requesting. registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.62, the Company Partnership shall include in such registration to the extent of the number which the Company Partnership is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the CompanyPartnership, and second, the Registrable Securities of Xxxxxthe Unitholders requesting inclusion in such registration and Partnership Securities of other Persons who have been granted registration rights or are granted registration rights on or after the date of this Agreement, to the Outside Stockholders and extent such other Persons have been granted registration rights that are pari passu to the Company Stockholdersrights of the Unitholders hereunder, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such StockholderUnitholder and the number Partnership Securities of any such other Persons). The Company Partnership shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, 2; provided that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any, in respect of the Registrable Securities being registered for such seller. No registration effected under this Section 7.6 2 shall relieve the Company Partnership from its obligation to effect registrations under Sections 7.1 and 7.2Section 1.1.

Incidental Registrations. If the Company at any Each time that ANTEC proposes to register ------------------------ any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 effected solely to implement an employee benefit or S-8 stock option plan or to sell shares obtained under any employee benefit or stock option plan or a transaction to which Rule 145 or any successor form), then other similar rule of the Company shall Commission under the Securities Act is applicable) ANTEC will give prompt written notice to the Stockholders of its intention to do so. Each of the Stockholders may give ANTEC a written request to register all holders or some of its Registrable Securities regarding such proposed registration. Upon Shares in the registration described in the written notice from ANTEC as set forth in the foregoing sentence, provided that such written request of any such holder made is given within 15 20 days after the receipt of any such notice from ANTEC (which with such request shall specify stating (i) the number amount of Registrable Securities to be disposed of and the intended method of disposition of such Registrable Securities and (ii) any other information reasonably requested by ANTEC to properly effect the registration of such Registrable Securities). Upon receipt of such request, ANTEC will use its best efforts to cause promptly all such Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration be registered under the Securities Act of such Registrable Securities on a pro rata basis so as to permit their sale or other disposition (in accordance with the intended methods set forth in the request for registration), unless the sale is a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith in writing that the inclusion of such intended method securities would adversely affect the offering, in which case the number of shares to be offered for the accounts of the Selling Stockholders shall be reduced or methods limited in proportion to the number of disposition, provided that: (a) (i) the Company shall not include Registrable Securities in shares owned by such proposed registration Selling Stockholders to the extent that necessary to reduce the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the total number of securities requested and otherwise proposed shares to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in amount recommended by such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, managing underwriting; provided, that each seller if securities are being offered for the account of Registrable Securities other persons or entities as well as ANTEC, such reduction shall pay all Registration Expenses to be made pro rata from the extent required securities intended to be paid offered by such seller under applicable law persons and all underwriting discounts and commissions and transfer taxes, if anyfrom the Selling Stockholders. No registration effected ANTEC's obligations under this Section 7.6 2 shall relieve apply to a registration to be effected for securities to be sold for the Company from its obligation account of ANTEC as well as a registration statement which includes securities to effect registrations under Sections 7.1 and 7.2be offered for the account of other holders of ANTEC equity securities.

Incidental Registrations. (a) If the Company at any time proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a Section 8.1) whether of its own accord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration on Form S-4 or S-8 or any successor form)thereof, then and if the form of registration statement proposed to be used may be used for the registration of Registrable Common Stock, the Company shall will give prompt written notice to all holders of Registrable Securities regarding not less than fifteen (15) days prior to the filing of such registration statement of its intention to proceed with the proposed registration. Upon registration (the "Incidental Registration"), and, upon the written request of any such holder made within 15 ten (10) days after the receipt of any such notice (which request shall will specify the number of Registrable Securities Common Stock intended to be disposed of by such holder and state the intended method or methods of disposition thereof), the Company shall will use its best reasonable efforts to effect the cause all Registrable Common Stock as to which registration has been requested to be registered under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of dispositionAct, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in if such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with an underwritten public offering, such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable holder's Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. (b) If an Incidental Registration is a primary registration on behalf of the Company and is in connection with an underwritten public offering, and if the managing underwriters advise the Company in writing that in their opinion the amount of securities requested to be included in such registration (whether by the Company, the holders of Securities pursuant to Section 8.2(a) or other holders of its securities pursuant to any other rights granted by the Company to demand inclusion of any such securities in such registration) exceeds the number amount of such securities which can be sold in such offering without materially and adversely affecting offering, the offering price 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 (i) first, all of the securities being sold the Company proposes to sell, (ii) second, subject to the terms of any other agreement to which the Company is a party, all of the Registrable Common Stock requested to be included in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata among the holders thereof on the basis (based on of the number of shares of Registrable Securities Common Stock then owned by each such Stockholder). The holders, and (iii) third, any other securities requested to be included in such registration, pro rata among the holders thereof on the basis of the amount of such securities then owned by such holders. (c) If an Incidental Registration is a secondary registration on behalf of holders of securities of the Company shall pay all Registration Expenses and is in connection with each an underwritten public offering, and if the managing underwriters advise the Company in writing that in their opinion the amount of securities requested to be included in such registration (whether by such holders, by holders of Securities pursuant to Section 8.2(a) or by holders of its securities pursuant to any other rights granted by the Company to demand inclusion of securities in such registration) 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 (i) first, all of the securities requested to be included by holders demanding or requesting such registration, (ii) second, subject to the terms of any other agreement to which the Company is a party, all of the Registrable Common Stock requested to be included in such registration, pro rata among the holders thereof on the basis of the number of shares of Registrable Securities Common Stock then owned by such holders; and (iii) third, any other securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid included in such registration, pro rata among the holders thereof on the basis of the amount of such securities then owned by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2holders.

Incidental Registrations. (a) Right to Include Common or ------------------------- ----------------------------- Common Equivalent Registrable Securities. If the Company at any time after the ------------------------------------------ date hereof proposes to register its Common Stock (or any of its equity securities security, including, without limitation, Preferred Stock or Warrants, which is convertible into or exchangeable or exercisable for Common Stock) under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 S-8, or any successor formor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Common or Common Equivalent Registrable Securities for sale to the Company shall public under the Securities Act, it will, at each such time, give prompt written notice to all holders Holders of Common or Common Equivalent Registrable Securities regarding of its intention to do so and of such proposed registrationHolders' rights under this Section 2. Upon the written request of any such holder Holder made within 15 days after the receipt of any such notice (which request shall specify the number of Common or Common Equivalent Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereofHolder), the Company shall will use its best efforts to effect the registration under the Securities Act of such all Common or Common Equivalent Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, provided that: (a) (i) which the Company shall not include Registrable Securities in such proposed registration has been so requested to register by the Holders thereof, to the extent that requisite to permit the Board shall have determined, after consultation with disposition of the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Common or Common Equivalent Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant so to this Section 7.6 to the extent be registered; provided -------- that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securitiesproceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder Holder of Common or Common Equivalent Registrable Securities and, thereupon, shall not be obligated relieved of its obligation to register any Common or Common Equivalent Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith), without prejudiceand (ii) if such registration involves an underwritten offering, however, all Holders of Common or Common Equivalent Registrable Securities requesting to be included in the Company's registration must sell their Common or Common Equivalent Registrable Securities to the rights of Xxxxx 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 the Non-Xxxxx Stockholders that appropriate in combined primary and secondary offerings. If a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration requested pursuant to this Section 7.62(a) involves an underwritten public offering, the managing underwriter any Holder of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Common or Common Equivalent Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds may elect, in writing prior to the number which can be sold in such offering without materially and adversely affecting the offering price effective date of the securities being sold registration statement filed in connection with such registration, then in the case of any registration pursuant not to this Section 7.6, the Company shall include in register such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses securities in connection with each such registration. Nothing in this Section 2(a) shall operate to limit the right of a Holder to (i) request the registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller Common Stock issuable upon conversion or exercise of Registrable Securities shall pay all Registration Expenses to the extent required to be paid convertible securities held by such seller under applicable law Holder notwithstanding the fact that, at the time of request, such Holder holds only convertible securities or (ii) request the registration at one time of both Common Stock and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2Common Equivalent Registrable Securities.

Incidental Registrations. If the The Company agrees that at any time after an Initial Public Offering (and, in the event the Company has granted any so-called piggy-back rights with respect to the Initial Public Offering, in connection with the Initial Public Offering) and before the tenth (10th) anniversary of the Qualified Initial Public Offering, it proposes to register any of its equity securities Securities in a primary offering of such Securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other otherwise than pursuant to a Section 8.03) on Form S-1 or any other form of registration on statement (other than Form S-4 or S-8 or any successor form), Form S-8) then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect available for the registration under the Securities Act of Securities of the Company, it will give timely written notice to all holders of outstanding Series A Preferred Stock and Conversion Shares of its intention so to do and upon the written request of the holder of any such Registrable Series A Preferred Stock or Conversion Shares, given within thirty days after receipt of any such notice from the Company, the Company will in each instance, subject to the next paragraph of this Section 8.05, use commercially reasonable efforts to cause all such Underlying Shares or Conversion Shares held by any such requesting holder of Series A Preferred Stock or Conversion Shares to be registered under the Securities on a pro rata basis Act and registered or qualified under any state securities laws, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the prospective seller of the securities so registered. Any holder requesting registration of its Underlying Shares or Conversion Shares shall in its request describe briefly the manner of any proposed transfer of its Underlying Shares or Conversion Shares which proposed transfer shall, in any event, be in accordance with the manner of distribution provided for in such intended method registration. The Company shall provide to each holder of Series A Preferred Stock or methods Conversion Shares that has requested inclusion of dispositionshares in the registration written notice of the date (the "FINAL DECISION DATE") that is three (3) business days prior to the Company's estimate of the date it will first send to either underwriters or potential investors a preliminary prospectus covering the proposed offering. The Final Decision Date will not change so long as a preliminary prospectus is sent to either underwriters or potential investors within fifteen (15) days of the Company's estimated date for sending the preliminary prospectus. The notice shall be made to each holder of Series A Preferred Stock or Conversion Shares in writing by overnight air courier or facsimile communication in accordance with the provisions of Section 10.03 at least two (2) business days prior to the Final Decision Date. Each holder of Series A Preferred Stock or Conversion Shares that has previously requested inclusion of shares in the registration shall have until 5:00 p.m. Dallas, provided that: (a) Texas time on the Final Decision Date to deliver to the Company a written notice of withdrawal of its request to include shares in the proposed offering. Any holder of Series A Preferred Stock or Conversion Shares that has previously requested inclusion of shares in the registration that does not withdraw such request in accordance with the preceding sentence shall thereafter be bound to (i) sell in the proposed offering covered by the registration the number of shares previously requested by the holder to be included in the registration (subject to reduction in accordance with the next paragraph of this Section 8.05) upon substantially the same terms and at the same price per share as shares are sold by the Company in the proposed offering, (ii) voluntarily convert into Conversion Shares such number of shares of Series A Preferred Stock as are necessary to permit such holder to deliver and sell the required number of shares in the proposed offering, and (iii) enter into such customary agreements (including an underwriting agreement and any lock-up agreement requested by the Managing Underwriter and agreed to by the Company) and take such other actions in connection therewith as the Company shall not include Registrable Securities reasonably request in order to expedite or facilitate the registration or the proposed offering, and in such proposed registration connection (1) make such representations and warranties as are relevant to such holder to the extent that Company and the Board shall have determinedunderwriters, after consultation in form, substance and scope as are customarily made in an underwritten offering; (2) comply with information requests by the Company in accordance with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration last paragraph of Section 8.03; and (ii3) deliver such documents and certificates aS may be reasonably requested by the Company and the managing underwriters to evidence compliance with clause (1) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the selling holder which in no event shall not include Registrable Securities require indemnification of any party by such selling holder except with regards to written material misstatements or material omissions in written material provided by such selling holder. Nothing in this Section 8.05 shall be deemed to require the Company Stockholder in to proceed with any proposed registration of its Securities after giving the notice herein provided. Registration pursuant to this Section 7.6 8.05 shall be in accordance with, and subject to the extent that provisions of, the "Registration Procedures" set forth in Section 8.03(b) (other than clauses (i), (ii) and (v) thereof). If the managing underwriter (or, engaged by the Company in connection with an underwritten public offering of such Securities proposed for registration under the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine Securities Act determines in good faith and for valid business reasons that the participation registration of such Company Stockholder Underlying Shares or Conversion Shares would materially and adversely affect have an adverse effect on the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii)offering, the Company shall cause such managing underwriter to give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give prompt written notice of such determination to each such requesting holder or holders, setting forth in reasonable detail the reasons for such determination. In such event the Company, upon written notice to the holders of Registrable Securities and, thereuponsuch Underlying Shares or Conversion Shares, shall not have the right to limit such Underlying Shares or such Conversion Shares to be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith)registered, without prejudice, howeverif any, to the rights of Xxxxx largest number which would not result in such adverse effect on marketability or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter price of such registration offering (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy such limitation being applied to each such requesting holder pro rata in respect of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed shares subject to such request); PROVIDED that if Securities of the Company held by any Person (other than the Company) are to be included in such registration exceeds underwritten public offering, such reduction in the number of Underlying Shares or Conversion Shares (treating all such Shares as one class of Securities for this purpose) shall be not more than proportionate to the reduction in the number of such other Securities which can are to be sold in such offering without materially and adversely affecting the offering price of the securities being sold included in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2.

Incidental Registrations. If the Company (a) If, at any time time, the Purchaser proposes to register any of its equity securities under the U.S. Securities Act Act, whether or not for sale for its own account (includingaccount, but not limited toon a form and in a manner which would permit registration of Registrable Securities for sale to the public under the U.S. Securities Act, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall it will each such time give prompt written notice to all holders the Vendor of Registrable Securities regarding its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration. Upon , and upon the written request of any such holder made the Vendor delivered to the Purchaser within 15 thirty (30) days after the receipt giving of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder the Vendor and the intended method or methods of disposition thereof), the Company shall Purchaser will use its best efforts to effect the registration under the U.S. Securities Act of such all Registrable Securities on a pro rata basis which the Purchaser has been so requested to register by the Vendor, to the extent requisite to permit the disposition (in accordance with such the intended method or methods thereof as aforesaid) of dispositionthe Registrable Securities so to be registered, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving such written notice (pursuant to this Section 7.6) of its intention to register equity any of its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Purchaser shall determine for any reason not to register such equity securities, the Company Purchaser may, at its election, give written notice of such determination to each holder the Vendor and thereupon shall be relieved of Registrable Securities and, thereupon, shall not be obligated its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewiththerewith as provided in Section 3(b)), without prejudice, however, prejudice however to the rights of Xxxxx or the Non-Xxxxx Stockholders Vendor to request that a such registration be effected as a registration under Sections 7.1 or 7.2, as the case may be; andSection 2(a); (cii) if in connection with the registration so proposed by the Purchaser involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Purchaser, to be distributed (on a registration pursuant to this Section 7.6firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and the managing underwriter of such registration (or, in the case of an underwritten offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company Purchaser in writing that, in its opinion, the distribution of all or a specified portion of the Registrable Securities which the Vendor has requested the Purchaser to register in accordance with this Section 3(a) concurrently with the securities being distributed by such underwriters will materially and adversely affect the distribution of such securities by such underwriters (such opinion to state the reasons therefor), then the Purchaser will promptly furnish the Vendor with a copy of such opinion and may deny, by written notice to each holder the Vendor accompanying such opinion, the registration of a specified portion of such Registrable Securities (such portion to be allocated Pro Rata among all Registering Shareholders and the Purchsaser); and (iii) the Purchaser shall not be obligated to effect any registration of Registrable Securities requesting under this Section 3 incidental to the registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include of its securities in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis connection with dividend reinvestment plans or stock option or other employee benefit plans. (based on the number of shares of Registrable Securities owned by each such Stockholder). b) The Company shall Purchaser will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.23.

Incidental Registrations. If (a) Whenever the Company at any time proposes to register any file a Registration Statement (except for the Registration Statement the Company currently has on file as of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or any successor formEffective Date), then the Company prior to such filing it shall give prompt written notice to all holders Stockholders of Registrable Securities regarding such proposed registration. Upon its intention to do so, and upon the written request of any such holder made a Stockholder or Stockholders given within 15 20 days after the receipt of any Company provides such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and state the intended method or methods of disposition thereofof such Registrable Shares), the Company shall use its best efforts cause all Registrable Shares which the Company has been requested to effect the registration register to be registered under the Securities Act of such Registrable Securities on a pro rata basis to the extent necessary to permit their sale or other disposition in accordance with such the intended method or methods of dispositiondistribution specified in the request of such Stockholder(s); provided, provided that:however, the Stockholders rights under Section 2.2 of this Agreement shall be subject and subordinate only to the registration rights held by those certain security holders of the Company pursuant to Section 3 of the Registration Rights Agreement dated December 21, 1995 (the "Existing Rights Agreement") by and among the Company and such certain security holders of the Company ("Existing Rights Holders"). (ab) (i) In connection with any offering under this Section 2.2 involving an underwriting, the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price be required to include any Registrable Securities Shares in such registration and (ii) 2 3 underwriting unless the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to holders thereof accept the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price terms of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant underwriting agreement to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed be executed in connection with such registration, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2Existing Rights Holders, as the case may be; and (c) if , subject and subordinate only to the rights of the Existing Rights Holders under Section 3 of the Existing Rights Agreement. If in connection with a registration pursuant to this Section 7.6, the opinion of the managing underwriter the registration of all, or part of, the Registrable Shares which the Stockholders have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect, subject only to the rights of the Existing Rights Holders under Section 3 of the Existing Rights Agreement. In the event of such registration (or, a reduction in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of shares to be included in the underwriting, all Stockholders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of Registrable Shares (or in any other proportion as agreed upon by such Stockholders) and if any such Stockholders would thus be entitled to include more shares than such Stockholders requested to be registered, the excess shall be allocated among such other requesting holders pro rata based on their ownership of Registrable Shares, subject only to the rights of the Existing Rights Holders under Section 3 of the Existing Rights Agreement. No other securities requested to be included in a registration for the account of anyone other than the Company or the Existing Rights Holders, as the case may be, and otherwise proposed the Stockholders shall be included in a registration unless all Registrable Shares requested to be included in such registration exceeds are also included, subject and subordinate only to the number which can be sold in such offering without materially and adversely affecting the offering price rights of the securities being sold in such registration, then in the case of any registration pursuant to this Existing Rights Holders under Section 7.6, the Company shall include in such registration to the extent 3 of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2Existing Rights Agreement.

Incidental Registrations. If the Company at any time ------------------------ proposes to register any of its equity securities Common Stock under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to Section 1 or a registration on Form S-4 or S-8 or any successor form), then and the Company shall registration form to be used may be used for the registration of Registrable Securities, it will give prompt written notice to all holders of Registrable Securities regarding such proposed registrationand Warrants of its intention to do so. Upon the written request of any such holder made within 15 30 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity any such securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and Warrants and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders Holders to request that a registration be effected under Sections 7.1 or 7.2, as the case may beSection 1; and (cb) if in connection with a registration pursuant to this Section 7.62 involves an underwritten offering, and the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of price, the securities being sold in such registrationCompany, then (A) in the case of any registration pursuant to this Section 7.6initial public offering of the Company's securities, the Company shall will include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and ----- second, the Registrable Securities proposed to be registered in ------ such offering by all holders of XxxxxRegistrable Securities, the Outside Stockholders and up to a cap of 50% of all Registrable Securities then held by such holders, third, all such other securities proposed to be registered in such ----- offering by the Company Stockholdersfor the accounts of each other Person, on up to a pro rata basis (based on cap of the number of shares of Common Stock equal to the then Applicable Percentage of all of the Common Stock issued and outstanding on the date hereof on a fully diluted basis, and fourth, the remaining Registrable Securities owned proposed to be ------ registered in such offering by all holders of Registrable Securities and the remaining securities proposed to be registered in such offering by the Company for the accounts of all other Persons, pro rata among such holders of such Registrable Securities --- ---- and such other Persons on the basis of the Inclusion Ratio, (B) in the case of all other underwritten offerings, will include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, ----- and second the Registrable Securities proposed to be registered in ------ such offering by all holders of Registrable Securities and all such other securities proposed to be registered in such offering by the Company for the accounts of all other Persons, pro rata among such --- ---- holders of such Registrable Securities and such other Persons on the basis of the number of securities requested to be included by such holders and such other Person and (C) in the case of all other offerings, will include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if ----- any, being sold by the Company, second, all securities proposed to ------ be registered in such offering by the Company for the accounts of Persons other than the holders of Registrable Securities pursuant to the exercise of demand registration rights if such securities must be included prior to the Registrable Securities to prevent a breach of any applicable registration rights agreement between the Company and such other Persons, but only in such amount and to the extent required by such agreement, and third, the Registrable ----- Securities proposed to be registered in such offering by all holders of such Registrable Securities and all such other securities proposed to be registered in such offering by the Company for the accounts of each other Person (not included in those securities to be registered pursuant to clause second above), ------ pro rata among such Stockholder)holders of such Registrable Securities and all such other Persons on the basis of the number of securities requested to be included by such holders and such other Person. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if anySec- tion 2. No registration effected under this Section 7.6 2 shall relieve the Company from its obligation to effect registrations a registration under Sections 7.1 and 7.2Section 1.

Incidental Registrations. If the Company (a) If, at any time after the Transfer Restrictions Termination Date, the Company proposes to register any of its equity securities Equity Securities for offering, sale and delivery under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 or for a purpose specified by either such Form as of the date hereof and a registration on any successor formor other forms promulgated for such specified purposes and other than a registration statement relating to any dividend reinvestment or direct stock purchase plan), then whether or not for sale for its own account, in a manner that would permit registration of Common Stock for sale to the Company shall public under the Securities Act, it will, at each such time, give prompt written notice to all holders Holders of Registrable Securities regarding Common Stock, Class B Common Stock and FELINE PRIDES of its intention to do so and of such proposed registration. Holders' rights under this Agreement. (b) Upon the written request of any such holder Holder made within 15 thirty (30) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof)notice, the Company shall will use its best commercially reasonable efforts to effect the registration under the Securities Act under such registration statement of such all shares of Common Stock that then constitute Registrable Securities or are issuable on a pro rata basis conversion of shares of Class B Common Stock that then constitute Registrable Securities and that the Company has been so requested to register by the Holders thereof. The foregoing obligation in accordance with such intended method or methods of disposition, provided that: this subsection (ab) is subject to the conditions that (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the such registration statement filed in connection with such registrationstatement, the Company shall determine for any reason not cease its efforts to register such equity securitiesthe initially proposed offering, sale and delivery of Equity Securities, the Company may, at its election, give written notice of such determination action to each holder of Registrable Securities Holder and, thereupon, shall not be obligated relieved of its obligation hereunder to register any Registrable Securities shares of Common Stock in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses theretofore incurred) and (ii) if such registration involves an underwritten offering, all Holders requesting inclusion of Common Stock in connection therewith)the registration statement must offer, without prejudice, however, sell and deliver such Common Stock through the underwriters selected for such offering on the same terms and conditions as apply to the rights of Xxxxx Company or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2other sellers of the Equity Securities, with such differences, including any with respect to indemnification and liability insurance, as the case may be; andbe customary or appropriate in combined primary and secondary offerings. (c) if in connection with a registration If an offering to be registered pursuant to this Section 7.64.2 involves a firm underwriting, the managing underwriter any Holder requesting inclusion of such registration (or, in the case shares of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold Common Stock in such offering without materially and adversely affecting registration statement may elect in writing prior to the offering price effective date of the securities being sold registration statement to delete all or any part of such shares of Common Stock from such offering and such registration statement. (d) Nothing in such registration, then in this Section 4.2 shall operate to limit the case right of any Holder to request the registration pursuant to of Common Stock issuable upon conversion, exchange or exercise of securities, including Class B Common Stock, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities. The registrations provided for in this Section 7.6, the Company shall include 4.2 are in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Companyaddition to, and secondnot in lieu of, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis registrations made in accordance with Section 4.1. (based on the number of shares of Registrable Securities owned by each such Stockholder). e) The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.64.2. (f) If a registration pursuant to this Section 4.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock requested to be included in such registration would be likely to have a significant adverse effect on the price, timing or distribution of the other securities to be offered in such offering (a "Significant Adverse Effect") then the Company shall include in such registration, (a) first, 100% of the securities the Company proposes to sell and, (b) second, to the extent of the amount of Registrable Securities requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without having a Significant Adverse Effect, the amount of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative amount of Registrable Securities that constitute Common Stock requested to be included by such Holder in such registration statement (provided, that each seller of Registrable Securities any such amount thereby allocated to any such Holder that exceeds such Holder's request shall pay all Registration Expenses to be reallocated among the extent required to be paid by such seller under applicable law remaining requesting Holders and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2any other requesting holders in like manner).

Incidental Registrations. If (a) Whenever the Company proposes to file a Registration Statement covering shares of Common Stock (other than a Registration Statement filed (i) pursuant to Section 2.1 or 2.3 or (ii) in accordance with the requirements of a written agreement entered into prior to the date hereof, except in any such case to the extent expressly permitted therein) at any time proposes and from time to register any of its equity securities under the Securities Act for its own account (includingtime, but not limited toit shall, a Shelf Registration Statementprior to such filing, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall give prompt written notice to all holders Investors of its intention to do so; provided that no such notice need be given if no Registrable Securities regarding such proposed registrationShares are to be included therein as a result of a written notice from the managing underwriter pursuant to Section 2.2(b). Upon the written request of any such holder made an Investor or Investors given within 15 10 days after the receipt of any Company provides such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and state the intended method or methods of disposition thereofof such Registrable Shares), the Company shall use its best efforts to effect cause all Registrable Shares that the registration Company has been requested by such Investor or Investors to register to be registered under the Securities Act of such Registrable Securities on a pro rata basis to the extent necessary to permit their sale or other disposition in accordance with such the intended method or methods of dispositiondistribution specified in the request of such Investor or Investors; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation upon 10 days’ advance written notice to the Investors. Upon receipt of any such notice, provided that:the Investors may elect to exercise their right to demand a registration in accordance with Section 2.1. (ab) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Investors as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the Company shall not right of any Investor to include its Registrable Securities Shares in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 2.2 shall be conditioned upon such Investor’s participation in such underwriting on the terms set forth herein and (ii) all Investors including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting by the Company. If any Investor who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Investor may elect, by written notice to the extent that Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise advises the Company in writing (with that marketing factors require a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based limitation on the number of shares of Registrable Securities owned to be underwritten, the shares held by each Persons other than the Investors shall be excluded from such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses Statement and underwriting to the extent required deemed advisable by the managing underwriter, and if a further reduction of the number of shares is required, the number of shares that may be included in such Registration Statement and underwriting shall be allocated first among Investors holding Series B Registrable Shares requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as converted basis that are Series B Registrable Shares) held by them on the date the Company gives the notice specified in Section 2.2(a). If all such Series B Registrable Shares are included, then the number of shares that may be included in such Registration Statement and underwriting shall be allocated second among Investors holding Series A Registrable Shares requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as converted basis that are Series A Registrable Shares) held by them on the date the Company gives the notice specified in Section 2.2(a). If all such Series A Registrable Shares are included, then the number of shares that may be included in such Registration Statement and underwriting shall be allocated finally among Investors holding any remaining Registrable Shares requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as converted basis) held by them on the date the Company gives the notice specified in Section 2.2(a). If any Investor would be entitled to include more shares than such holder has requested to be paid registered, the excess shall be allocated among other requesting Investors pro rata in the manner described in the preceding sentences. In no event shall the number of shares permitted to be offered by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation be reduced pursuant to effect registrations under Sections 7.1 and 7.2the terms of this paragraph.

Incidental Registrations. If the Company at any time after expiration of the Lock-Up Agreement proposes to register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statementshelf registration statement on Form F-3, but other than pursuant to a registration on Form S-4 F-4 or S-8 or any successor form), then the Company shall give prompt written notice to all holders of Registrable Securities regarding such proposed registration. Upon the written request of any such holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and to include any Registrable Securities in such registration provided, further, that in the event of any such determination under clause (i) or (ii)determination, the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.62; (b) if, at any time after giving written notice (pursuant to this Section 7.62) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders Friends that a registration be effected under Sections 7.1 or 7.2, as the case may beSection 1.1; and (c) if in connection with a registration pursuant to this Section 7.62, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the marketability or offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.62, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, and second, the Registrable Securities of Xxxxx, Friends and the Outside Stockholders and the Company StockholdersInvestors, if any, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.62, provided, provided that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 2 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2Section 1.1.

Incidental Registrations. If the Company at any time proposes to ------------------------ register any of its equity securities under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to Section 1 hereof or a registration on Form S-4 or S-8 or any successor form), then and the Company shall registration form to be used may be used for the registration of Registrable Securities, it will give prompt written notice to all holders of Registrable Securities regarding such proposed registrationof its intention to do so. Upon the written request of any such holder made within 15 30 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company shall will use its best efforts to effect the registration under the Securities Act of all such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, provided that:: -------- (a) (i) if such registration shall be in connection with an initial public offering by the Company, the Company shall not include any Registrable Securities in such proposed registration to the extent that if the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect is not in the offering price best interests of the Company to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6registration; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders Majority Stockholder and the Requesting Outside Investors to request that a registration be effected under Sections 7.1 Section 1.1 or 7.21.2, as the case may berespectively; and (c) if in connection with a registration pursuant to this Section 7.62 involves an underwritten offering, and the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized an investment banking firmbanker) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant to this Section 7.6offering, the Company shall will include in such registration to the extent of the number num- ber which the Company is so advised can be sold in such offering without such material adverse effectoffering, first, ----- the securities, securities if any, being sold by the Company, and second, the ------ Registrable Securities of Xxxxxthe Majority Stockholder requested to be included in such registration, together with the Registrable Securities of the Outside Stockholders and the Company StockholdersInvestors requested to be included in such registration, pro rata, --- ---- among all such holders, on a pro rata the basis (based on of the number of shares of Registrable Securities owned by each such Stockholder)holders and third, the Registrable Securities, if ----- any, of the Management Stockholders, pro rata, among such holders, on the --- ---- basis of the number of such Registrable Securities requested to be included in such registration by such holders. Notwithstanding the foregoing, no employee stockholder will be entitled to participate in any such registration if the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall determine in good faith that the participation of such employee stockholder would adversely affect the marketability of the securities being sold by the Company in such registration. The Company shall will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.62, provided, provided that each any seller of Registrable Securities thereunder shall pay all Registration Expenses to the -------- extent required to be paid by such seller under applicable law and all provided -------- further that underwriting discounts and commissions and transfer taxesshall be paid pro rata by the sellers in ------- --- ---- such registration, if anybased on the number of shares of Registrable Securities being sold. No registration effected under this Section 7.6 2 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2Section 1.

Incidental Registrations. (a) If the Company Company, at any time after the Closing, proposes to register any of its equity securities Common Stock under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant to a registration on Form S-4 or S-8 S-8, or any successor formor other forms promulgated for similar purposes), then for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the Company shall public under the Securities Act and all of the members of the Parent Group, in the aggregate, hold in excess of 1.5 million shares of Retained Stock, it will, at each such time, give prompt written notice to all holders Parent of Registrable Securities regarding such proposed registrationits intention to do so and of Parent's rights under this Agreement. Upon the written request of any such holder Parent made within 15 30 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereofParent Group), the Company shall will use its reasonable best efforts to effect the registration under the Securities Act of such all Registrable Securities on a pro rata basis in accordance with such intended method or methods of dispositionwhich the Company has been so requested to register by Parent; provided, provided that: (a) that (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securitiesproceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Parent and, thereupon, shall not be obligated relieved of its obligation to register any Registrable Securities in connection with such registration (but shall nevertheless not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and and (cii) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (orinvolves an underwritten offering, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed if Parent requests to be included in the Company's registration the applicable members of the Parent Group must sell their Registrable Securities to the underwriters selected by the Company (if they sell such securities pursuant to such registration exceeds statement) on the number which can be sold in such offering without materially same terms and adversely affecting the offering price of the securities being sold in such registration, then in the case of any registration pursuant conditions as apply to this Section 7.6, the Company shall include in such registration to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold by the Company, with such differences, including any with respect to indemnification and secondliability insurance, the Registrable Securities of Xxxxx, the Outside Stockholders as may be customary or appropriate in combined primary and the Company Stockholders, on secondary offerings. If a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6involves an underwritten public offering, providedParent may elect, that each seller of Registrable Securities shall pay all Registration Expenses in writing prior to the extent required effective date of the registration statement filed in connection with such registration, not to be paid by register all or any part of such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if anysecurities in connection with such registration. No registration effected under The registrations provided for in this Section 7.6 shall relieve 3.2 are in addition to, and not in lieu of, registrations made upon the Company from its obligation to effect registrations under Sections 7.1 and 7.2request of Parent in accordance with Section 3.1.

Incidental Registrations. (a) If the Company at any time proposes or from time to time the Company shall determine to register any of its equity securities under the Securities Act Capital Stock for its own account (including, but not limited to, a Shelf Registration Statement, but other than pursuant a registration relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 transaction or any Rule adopted by the Commission in substitution therefor or in amendment thereto, or a registration on Form S-4 or S-8 or any successor formregistration form which does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities), then the Company shall: i. promptly give to each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such Registrable Securities under the applicable Blue Sky or other state securities laws); and ii. include in such registration (and any related qualification under Blue Sky laws or other compliance), and in any underwriting involved therein, all of the Registrable Securities specified in a written request or requests received by the Company within twenty (20) days after the giving of such written notice by the Company, by any Holder, subject to the limitations set forth in Section 7.3(b). (b) If the registration of which the Company gives notice is for a registered public offering involving an underwritten public offering, the Company shall give prompt so advise the Holders as a part of the written notice given pursuant to all holders Section 7.3(a). In such event, the right of any Holder to register Registrable Securities regarding pursuant to this Section 7.3 shall be conditioned upon such proposed registrationHolders' participation in such underwritten public offering and the inclusion of such Holders' Registrable Securities in the underwritten public offering to the extent provided herein. Upon All Holders proposing to distribute their Registrable Securities through such underwritten public offering shall (together with the written request Company and the other Holders distributing their securities through such underwritten public offering) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten public offering by the Company. Notwithstanding any other provision of this Section 7.3, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, all shares to be sold by the Company shall be included in such offering before any such holder made within 15 days after Registrable Securities are so included, and further, the receipt of any such notice (which request shall specify underwriter otherwise may limit the number of Registrable Securities intended to be disposed included in the registration and underwritten public offering. The Company shall so advise all Holders (except those Holders who have not elected to distribute any of their Registrable Securities through such underwritten public offering), and the number of shares of Registrable Securities that may be included in the registration and underwritten public offering shall be allocated among such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities owned by such holder Holders at the time of filing the Registration Statement, except that the shares to be registered by the Series D Preferred ------ Stock Holders along with the Holders shall have priority over all other shares to be registered. No Registrable Securities excluded from the underwritten public offering by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder disapproves of the terms of any such underwritten public offering, such person may elect to withdraw therefrom by written notice to the Company and the intended method or methods of disposition thereof)underwriter, which notice, to be effective, must be received by the Company at least two (2) business days before the anticipated effective date of the Registration Statement. The Registrable Securities so withdrawn from such underwritten public offering shall use its best efforts to effect also be withdrawn from such registration; provided, however, that if by the registration under the Securities Act withdrawal -------- ------- of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders greater number of Registrable Securities notice of such determination and in lieu of the notice otherwise required held by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case other selling Holders may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds (up to the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registration, then in the case maximum of any registration pursuant to this Section 7.6, limitation imposed by the underwriters then the Company shall include in such registration in place of such withdrawn Registrable Securities such additional Registrable Securities held by other selling Holders whose Registrable Securities were excluded pursuant to the extent of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securities, if any, being sold limitation by the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested underwriter pursuant to this Section 7.67.3 in the same proportion as such Registrable Securities were excluded pursuant to such underwriter limitation (with no more Registrable Securities being so included than were withdrawn). In the event that the contemplated sale does not involve an underwritten public offering, a determination that the inclusion of the Registrable Securities adversely affects the marketing of the shares shall be made by the Board of Directors of the Company in its good faith discretion. (c) The Company may at any time withdraw or abandon any Registration Statement which triggers the provisions of this Section 7.3 without any liability to the Holders; provided, however, that the Company shall (A) -------- ------- provide prompt notice of its withdrawal or abandonment to each seller of Registrable Securities shall Holder; and (B) pay all Registration Expenses reasonable expenses not to exceed $10,000 (unless changed by the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation to effect registrations under Sections 7.1 and 7.2Board of Directors).

Incidental Registrations. If the The Company agrees that at any time it proposes to register any of its equity securities Common Shares in a primary or secondary offering under the Securities Act for its own account (including, but not limited to, a Shelf Registration Statement, but other otherwise than pursuant to a Section 7.3) on Form S-3 or any other form of registration on statement (other than Form S-4 or S-8 or any successor form)Form S-8) then available for the registration under the Securities Act, then the Company shall it will give prompt timely written notice to all holders Holders of Registrable Securities regarding such proposed registration. Upon outstanding Warrants and Restricted Shares of its intention so to do and upon the written request of the Holder of any such holder made Warrants or Restricted Shares, given within 15 30 days after the receipt of any such notice (which request shall specify from the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof)Company, the Company shall will in each instance; subject to the next paragraph of this Section 7.5, use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method cause all Underlying Shares or methods of disposition, provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities Restricted Shares requested and otherwise proposed to be included in such registration exceeds by any such requesting Holder to be registered under the number which can be sold Securities Act and registered or qualified under any state securities laws, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such offering without materially and adversely affecting request by the offering price prospective seller of the securities being sold Securities so registered. Nothing in such registration, then in this Section 7.5 shall be deemed to require the case of Company to proceed with any registration of its Common Shares after giving the notice herein provided. Registration pursuant to this Section 7.67.5 shall, the Company shall include in such registration to the extent of applicable, be in accordance with, and subject to the number which provisions of, the "Registration Procedures" set forth in Section 7.3(b). If the managing underwriter engaged by the Company is so advised can be sold in connection with an underwritten public offering of such Common Shares proposed for registration under this Section 7.5 determines in good faith and for valid business reasons that registration of such Underlying Shares or Restricted Shares would have an adverse effect on the marketability or the price of such offering without (an "Incidental Cutback Determination"), such material adverse effectmanaging underwriter shall give prompt written notice of such Incidental Cutback Determination to such requesting Holder or Holders. In such event the Company, firstupon written notice to the Holders of such Underlying Shares or Restricted Shares, shall have the securitiesright to limit such Underlying Shares or such Restricted Shares to be registered, if any, to the largest number which would not result in such adverse effect on marketability or the price of such offering (such limitation being sold by the Company, and second, the Registrable Securities applied to each such requesting Holder of Xxxxx, the Outside Stockholders and the Company Stockholders, on a Underlying Shares or Restricted Shares pro rata basis (based on in respect of the number of shares subject to such request); provided that, if Common Shares of Registrable Securities owned the Company held by each any Person other than the Purchaser and its permitted transferees are to be included in such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested underwritten public offering pursuant to so-called "demand" or "piggy-back" rights given to such other Person, such reduction in the number of Underlying Shares or Restricted Shares (treating all such shares as one class of Securities for this Section 7.6, provided, that each seller purpose) shall be only after the exclusion of Registrable Securities shall pay all Registration Expenses to the extent required equity instruments proposed to be paid included by such seller under applicable law and all underwriting discounts and commissions and transfer taxes, if any. No registration effected under this Section 7.6 shall relieve the Company from its obligation other Person pursuant to effect registrations under Sections 7.1 and 7.2so-called "demand" or "piggy-back" rights.

Incidental Registrations. If (a) Whenever the Company proposes to file a Registration Statement at any time proposes and from time to register any of its equity securities under the Securities Act for its own account (includingtime, but not limited toit will, a Shelf Registration Statementprior to such filing, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall give prompt written notice to all holders Stockholders of Registrable Securities regarding such proposed registration. Upon its intention to do so and, upon the written request of any such holder made a Stockholder or Stockholders, given within 15 10 business days after the receipt of any Company provides such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and state the intended method or methods of disposition thereofof such Registrable Shares), the Company shall use its reasonable best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register, to be registered under the Securities Act of such Registrable Securities on a pro rata basis to the extent necessary to permit their sale or other disposition in accordance with such the intended method or methods of dispositiondistribution specified in the request of such Stockholder or Stockholders; PROVIDED, provided that:HOWEVER, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2 without obligation to any Stockholder. (ab) (i) In connection with any registration under this Section 2 involving an underwriting, the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price be required to include any Registrable Securities Shares in such registration and (ii) unless the holders thereof accept the terms of the underwriting as agreed upon between the Company shall not include Registrable Securities and the underwriters selected by it. If in the opinion of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (or, in the case it is desirable because of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii), the Company shall give the affected holders of Registrable Securities notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.6; (b) if, at any time after giving written notice (pursuant marketing factors to this Section 7.6) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may be; and (c) if in connection with a registration pursuant to this Section 7.6, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that limit the number of securities requested and otherwise proposed Registrable Shares to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price of the securities being sold in such registrationoffering, then in the case of any registration pursuant to this Section 7.6, the Company shall be required to include in such the registration to the extent only that number of the number which the Company is so advised can be sold in such offering without such material adverse effect, first, the securitiesRegistrable Shares, if any, being sold by which the managing underwriter believes should be included therein; PROVIDED, HOWEVER, that no persons or entities other than the Company, and second, the Registrable Securities of Xxxxx, the Outside Stockholders and other persons or entities holding registration rights shall be permitted to include securities in the Company Stockholders, on a pro rata basis (based on offering. If the number of Registrable Shares to be included in the offering in accordance with the foregoing is less than the total number of shares which the holders of Registrable Shares have requested to be included, then the holders of Registrable Shares who have requested registration and other holders of securities entitled to include them in such registration shall participate in the registration pro rata based upon their total ownership of shares of Registrable Securities owned by each such StockholderCommon Stock (giving effect to the conversion into Common Stock of all securities convertible thereinto). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities If any holder would thus be entitled to include more securities than such holder requested pursuant to this Section 7.6, provided, that each seller of Registrable Securities shall pay all Registration Expenses to the extent required to be paid by such seller under applicable law and all underwriting discounts and commissions and transfer taxesregistered, if any. No registration effected under this Section 7.6 the excess shall relieve be allocated among other requesting holders pro rata in the Company from its obligation to effect registrations under Sections 7.1 and 7.2manner described in the preceding sentence.

Incidental Registrations. If Subject to the last sentence of this Section 2, if the Company at any time proposes to register any of its equity securities under the Securities Act for its own sale to the public, whether for the account of the Company or the account of any security holder of the Company (including, but not limited to, a Shelf Registration Statementshelf registration statement on Form S-3 or any successor form, but other than pursuant to a registration on Form S-4 or S-8 or any successor form), then the Company shall give prompt written notice (but in no event less than 15 days prior to all holders of Registrable Securities the initial filing with respect thereto) to Xxxxx regarding such proposed registration. Upon the written request of any such holder Xxxxx made within 15 days after the receipt date of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such holder Xxxxx and the intended method or methods of disposition thereof), the Company shall use its best efforts to effect the registration under the Securities Act of such Registrable Securities on a pro rata basis in accordance with such intended method or methods of disposition, ; provided that: (a) (i) the Company shall not include Registrable Securities in such proposed registration to the extent that the Board shall have determined, after consultation with the managing underwriter for such offering, that it would materially and adversely affect the offering price to include any Registrable Securities in such registration and (ii) the Company shall not include Registrable Securities of any Company Stockholder in any proposed registration pursuant to this Section 7.6 to the extent that the managing underwriter (orregistration; provided that, in the case of an offering that is not underwritten, a nationally recognized investment banker) shall determine in good faith that the participation of such Company Stockholder would materially and adversely affect the marketability or the offering price of the securities being sold in such registration and provided, further, that in the event of any such determination under clause (i) or (ii)determination, the Company shall give the affected holders of Registrable Securities Xxxxx notice of such determination and in lieu of the notice otherwise required by the first sentence of this Section 7.62; (b) if, at any time after giving written notice (pursuant to this Section 7.62) of its intention to register equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Xxxxx and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Xxxxx or the Non-Xxxxx Stockholders that a registration be effected under Sections 7.1 or 7.2, as the case may beSection 1.1; and (c) if in connection with a registration pursuant to this Section 7.62, the managing underwriter of such registration (or, in the case of an offering that is not underwritten, a nationally recognized investment banking firm) shall advise the Company and Xxxxx in writing (with a copy to each holder of Registrable Securities requesting registration thereof) that the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without materially and adversely affecting the offering price or the marketability of the securities being sold in such registration or the timing of such registration, then in the case of any registration pursuant to this Section 7.62, the Company shall include in such registration to the extent of only the number which the Company is so advised can be sold in such offering without such material adverse effect, first, ; provided that in such case it shall first include the securities, if any, being sold by the Company, and and, second, the Registrable Securities of Xxxxx, the Outside Stockholders and the Company Stockholders, on a pro rata basis (based on the number of shares of Registrable Securities owned by each such Stockholder). The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 7.6, provided, 2; provided that each seller of Registrable Securities Xxxxx shall pay (a) all Registration Expenses to the extent required to be paid by such seller Xxxxx under applicable law and (b) all underwriting discounts and commissions and transfer taxes, if any, applicable to the Registrable Securities sold in such offering. No registration effected under this Section 7.6 2 shall relieve the Company from its obligation to effect any registration under Section 1.1 or prejudice the rights of Xxxxx under Section 1.1 or its ability to offer and sell shares under any Shelf Registration Statement. Notwithstanding anything to the contrary in this Section 2, during any Shelf Effectiveness Period, the provisions of this Section 2 shall only apply in respect of registrations under Sections 7.1 and 7.2for underwritten offerings for which a “road show” is conducted.