Common use of Incidental Rights Clause in Contracts

Incidental Rights. If the Company at any time proposes to file with the Securities and Exchange Commission (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan , respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity securities (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Warner at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Warner may request. Warner shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, 5 in its opinion, the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Warner shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Warner requested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses of such registration shall be borne by the Company.

Incidental Rights. (a) If the Company at any time or from time to time the Company proposes to file with the Securities and Exchange Commission SEC a registration statement (whether on Form S-1, S-2, or S-3, or any equivalent form then in effect) for the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement rexxxxxxxxon under the Securities Act of 1933any Subject Securities for sale, as amended for cash consideration, to the public by the Company or on behalf of one or more securityholders of the Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the "Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act") on , dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any form amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give each Shareholder (other than an Exercising Shareholder in the event of a Registration Statement on Form S-4 registration pursuant to Section 2.2) at least 20 days' prior written notice of the proposed filing (or S-8 or any successor form for securities if 20 days' notice is not practicable, a reasonable shorter period to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan , respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity securities (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"not less than 7 days)) of the Company, it will give written notice to Warner at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth outline the intended method of disposition nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities proposed to be registered (the "ELECTED JURISDICTIONS"). On the written request of a Shareholder (an "ELECTING SHAREHOLDER") received by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Warner may request. Warner shall advise the Company in writing within thirty (30) 15 days after the date of receipt the Company's delivery to such Shareholder of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed by such Electing Shareholder and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.2, include in the coverage of such offer from registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the Company, setting forth blue sky or securities laws of the amount of such Shares for which registration is requested. The Company shall thereupon include various states in such filing the Elected Jurisdictions the number of Shares for Registrable Securities of the kind being registered (the "SPECIFIED SECURITIES") held by each such Electing Shareholder or into which registration is so requestedsuch Registrable Securities are convertible, subject to as the next sentencecase may be, and shall use its best efforts to effect registration under the Securities Act of which each such Shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, 5 in its opinion, the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Warner shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Warner Electing Shareholder has so requested to be registered divided or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by the total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the total number each such Electing Shareholder of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses of such registration shall be borne by the CompanyRegistrable Securities.

Incidental Rights. If the Company at any time proposes to file with the Securities and Exchange Commission (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan plan, respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity securities security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Warner Xxxxx at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Warner Xxxxx may request. Warner Xxxxx shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, 5 in its opinion, the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Warner Xxxxx shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Warner Xxxxx requested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses of such registration shall be borne by the Company.

Incidental Rights. If the Company at any time proposes to file with the Securities and Exchange Commission (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan plan, respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity securities security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Warner at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Warner may request. Warner shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, 5 in its opinion, the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Warner shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Warner requested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses of such registration shall be borne by the Company.

Incidental Rights. If the Company at any time proposes to file with register, on any form which may be used for the registration of Registrable Securities and Exchange Commission other than Form S-4 or Form S-8 (the "Commission") on its behalf and/or on behalf of or any successor or similar forms then in effect), any of its security holders (the "demanding security holders") a Registration Statement securities under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement on Form S-4 pursuant to Section 1), whether or S-8 not pursuant to registration rights granted to other holders of its securities and whether or any successor form not for securities to be offered sale for its own account, in a transaction manner which would permit registration of Registrable Securities for sale to the type referred to in Rule 145 public under the Securities Act or to employees of the Company pursuant to any employee benefit plan , respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity securities (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Warner all holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2; such notice to be given to all such holders at least sixty twenty (6020) days before prior to the initial filing with the Commission of such Registration Statement, which notice shall set forth proposed registration statement. Upon the intended method written request of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in any such filing the aggregate number of Shares as Warner may request. Warner shall advise the Company in writing holder (a "Requesting Holder") made within thirty fifteen (3015) days after the date giving of receipt any such notice (which request shall specify the Registrable Securities intended to be disposed of by such offer from holder and the Companyintended method or methods of disposition thereof), setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall will use its best efforts to effect the registration under the Securities Act of such Sharesall Registrable Securities which the Company has been so requested to register by the Requesting Holders, to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. If With respect to an underwritten offering, prior to the effective date of any registration statement filed in connection with a registration described in this Section 2, promptly upon notification to the Company from the managing underwriter of a proposed public offering shall advise the Company in writing that, 5 in its opinion, price at which the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Warner shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Warner Registrable Securities requested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to this sentenceSection 2 are to be sold, multiplied by the total number Company shall advise each Requesting Holder of such shares as price, and if such price is below the managing underwriter approves price which any Requesting Holder shall have indicated to be registered. Except as otherwise provided acceptable to such Requesting Holder, such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in Section 9(c), all expenses of such registration shall be borne by the Companystatement.

Incidental Rights. If the Company at any time after six months after the completion of an underwritten initial public offering by E-Wash on a firm commitment basis, E-Wash proposes to file with register, on any form which may be used for the Securities and Exchange Commission registration of its common stock, other than Forms S-4 or S-8 (the "Commission") on its behalf and/or on behalf of or any successor or similar forms then in effect), any of its security holders (the "demanding security holders") a Registration Statement securities under the Securities Act of 1933, as amended (the "Securities Act") on any form (), whether or not pursuant to registration rights granted to other than a Registration Statement on Form S-4 holders of its securities and whether or S-8 or any successor form not for securities to be offered sale for its own account, in a transaction manner which would permit registration of common stock for sale to the type referred to in Rule 145 public under the Securities Act or to employees of the Company pursuant to any employee benefit plan Act, respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity securities (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it E-Wash will each such time give written notice to Warner the Employee of its intention to do so and of Employee's rights under this Section 6; such notice to be given to Employee at least sixty twenty (6020) days before prior to the initial filing with the Commission of such Registration Statement, which notice shall set forth proposed registration statement. Upon the intended method of disposition written request of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Warner may request. Warner shall advise the Company in writing Employee made within thirty fifteen (3015) days after the date giving of receipt of any such offer from the Company, setting forth the amount of such Shares for notice (which registration is requested. The Company request shall thereupon include in such filing specify the number of Shares for which registration is so requestedshares intended to be disposed of by the Employee and the intended method or methods of disposition thereof), subject to the next sentence, and shall E-Wash will use its best reasonable efforts to effect the registration under the Securities Act of such Sharesthe "Registerable Amount" (as defined in 6(b) hereof) of Common Stock which E-Wash has been so requested to register by the Employee, to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the common stock so to be registered. If Promptly upon notification to E-Wash from the managing underwriter of a proposed public offering shall advise the Company in writing that, 5 in its opinion, price at which the distribution shares of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Warner shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Warner common stock requested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to this sentenceSection 6 are to be sold, multiplied by E-Wash shall advise the total number Employee of such shares as price, and if such price is below the managing underwriter approves price which Employee shall have indicated to be registered. Except as otherwise provided acceptable to the Employee, the Employee shall then have the right to withdraw its request to have its shares included in Section 9(c), all expenses of such registration shall be borne by the Companystatement.

Incidental Rights. If the Company at any time proposes to file with the Securities and Exchange Commission (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan plan, respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity securities security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Warner at Fowlxx xx least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Warner may Fowlxx xxx request. Warner shall Fowlxx xxxll advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, 5 in its opinion, the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Warner shall Fowlxx xxxll reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Warner requested Fowlxx xxxuested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses of such registration shall be borne by the Company.. b.

Incidental Rights. If the Company at any time proposes to file with the Securities and Exchange Commission (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement on Form S-4 or S-8 5-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan plan, respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity securities security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Warner at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Warner may request. Warner shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, 5 in its opinion, the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Warner shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Warner requested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses of such registration shall be borne by the Company.

Incidental Rights. If the Company at any time proposes to file with the Securities and Exchange Commission (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan plan, respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity securities security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Warner at Szmyx xx least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Warner may Szmyx xxx request. Warner shall Szmyx xxxll advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, 5 in its opinion, the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Warner shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Warner requested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses of such registration shall be borne by the Company.such

Incidental Rights. If the Company at any time or from time to time after two years following the date of the closing of the purchase of the Xxxxxxx Block, Company proposes to file with the Securities and Exchange Commission SEC a registration statement (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement whether on Form S-4 X-0, X-0, or S-8 S-3, or any successor equivalent form for securities to be offered then in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan , respectivelyeffect) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity securities (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Warner at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Warner may request. Warner shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of any shares of Common Stock for sale, for cash consideration, to the public by Company or on behalf of one or more shareholders of Company (excluding any sale of securities convertible into or exercisable for Common Stock, and any shares of Common Stock issuable by Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by Company, any securities exchange offer, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of Company or any direct or indirect subsidiary of Company with one or more other corporations if Company is the surviving corporation), Company shall give Shareholders at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which Company proposes to qualify and offer such Sharessecurities (the "ELECTED JURISDICTIONS"). On the written request of Shareholders received by Company within 15 days after the date of Company's delivery to Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by Shareholders and the intended method or methods by which dispositions are intended to be made), Company shall, under the terms and subject to the conditions of this ARTICLE II, at its own expense as provided in SECTION 4.1, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities (the "SPECIFIED SECURITIES") held by Shareholders and which Shareholders have so requested to be registered or qualified for distribution, to the extent requisite to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by Shareholders of such Registrable Securities. If the distribution proposed to be effected by Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of a proposed public such underwritten offering shall advise the Company indicates in writing that, 5 its reasonable belief that including all or part of the Specified Securities in its opinion, the coverage of such registration statement or in the distribution of the Shares requested to be included in the registration concurrently with the securities being registered effected by the Company or such demanding security holder would prospectus will materially and adversely affect the distribution sale of securities proposed to be sold (which statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by Shareholders requesting registration under this SECTION 2.1 without materially adversely affecting the sale of the shares proposed to be sold), then the number of Specified Securities which Shareholders shall have the right to include in such securities registration statement shall be reduced to the maximum number of shares specified by the Company or managing underwriter. In all cases, priority shall be afforded to securities covered by a registration statement filed in response to the exercise of a demand registration right by another holder of Common Stock and no securities proposed to be sold by such demanding security holderother holder shall be so reduced until all securities proposed to be sold by all other parties have been entirely eliminated. As to all other proposed selling shareholders of Common Stock, then Warner including Shareholders, any such reduction in the number of shares of Common Stock proposed to be sold by the selling shareholders shall reduce the amount of securities he intended to distribute through such offering be effected on a pro rata basis in accordance with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the relationship which the number of shares Warner requested of Common Stock proposed to be registered divided sold by each selling shareholder bears to the total number of shares requested of Common Stock proposed to be registered which are subject to decrease pursuant to this sentence, multiplied sold by the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses of such registration shall be borne by the Companyselling shareholders.

Incidental Rights. If the Company at any time or from time to time (but ----------------- subject to the limitations on sales of Registrable Securities in the Shareholders Agreement) the Company proposes to file with the Securities and Exchange Commission SEC a registration statement (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement whether on Form S-4 X-0, X-0, or S-8 S-3, or any successor equivalent form for securities to be offered then in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan , respectivelyeffect) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity securities (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Warner at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Warner may request. Warner shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of any shares of Subject Securities for sale, for cash consideration, to the public by Company or on behalf of one or more shareholders of Company (excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by Company, any securities exchange offer, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of Company or any direct or indirect subsidiary of Company with one or more other corporations if Company is the surviving corporation), Company shall give Shareholders at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which Company proposes to qualify and offer such Sharessecurities (the "Elected Jurisdictions"). On the written request of --------------------- Shareholders received by Company within 15 days after the date of Company's delivery to Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by Shareholders and the intended method or methods by which dispositions are intended to be made), Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.1, ---------- ----------- include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "Specified Securities") held by -------------------- Shareholders or into which the Registrable Securities are convertible, as the case may be, and which Shareholders have so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by Shareholders of such Registrable Securities. Notwithstanding anything else contained in this Section 2.1, if the ----------- registration statement to be filed by the Company is a registration filed in response to any of the first three demands made by the Apollo/Blackstone Shareholders pursuant to Section 2.2 (the "First Three Demands"), then the Non- ----------- ------------------- Apollo/Blackstone Shareholders shall not be entitled to have their Registrable Securities included in the coverage of such a registration statement, provided, -------- however, that if the First Three Demands include Additional Shares (or shares ------- into which Additional Shares have been converted), then the Non- Apollo/Blackstone Shareholders shall be entitled to have their Registrable Securities included in the coverage of such registration statement, on the terms and conditions set forth in this Section 2.1. ----------- If the distribution proposed to be effected by Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of a proposed public such underwritten offering shall advise the Company indicates in writing that, 5 its reasonable belief that including all or part of the Specified Securities in its opinion, the coverage of such registration statement or in the distribution of the Shares requested to be included in the registration concurrently with the securities being registered effected by the Company or such demanding security holder would prospectus will materially and adversely affect the distribution sale of securities proposed to be sold (which statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by Shareholders requesting registration under this Section 2.1 ----------- without materially adversely affecting the sale of the shares proposed to be sold), then the number of Specified Securities which Shareholders shall have the right to include in such registration statement shall be reduced to the maximum number of shares specified by the managing underwriter. In the case of a registration statement filed in response to any of the First Three Demands covering both Original Shares and Additional Shares (or shares into which Additional Shares have been converted), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced; provided; however, that if the number of Registrable Securities is to -------- ------- be reduced, then reductions will respect to the Registrable Securities shall be made among the Shareholders on a pro-rata basis in accordance with the relationship which the number of the Registrable Securities held by each Shareholder bears to the number of Registrable Securities held by all Shareholders (the "Additional Shares Pro-Rata -------------------------- Reduction"). --------- In all other cases, first priority shall be afforded to securities covered by a registration statement filed in response to the exercise of a demand registration right by another holder of Common Stock, Senior Preferred Stock or Junior Preferred Stock, including the Apollo/Blackstone Shareholders, and no securities proposed to be sold by such holders shall be so reduced until all securities proposed to be sold by all other parties have been entirely eliminated and second priority shall be afforded to the Original Shares; provided, however, that in the case of a registration statement filed in -------- response to a demand from the Apollo/Blackstone Shareholders (other than any of the First Three Demands) (the "Other Demands"), first priority shall be afforded ------------- to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced. As to any reductions to be made to the Registrable Securities (other than the Original Shares) proposed to be sold by the Company or Shareholders pursuant to a registration statement filed in response to the Other Demands, such demanding security holderreductions to be made among the Shareholders shall be made on a pro-rata basis in accordance with the relationship which the number of Registrable Securities (other than the Original Shares) held by each Shareholder bears to the number of Registrable Securities (other than the Original Shares) held by all Shareholders (the "Pro-Rata Reduction"). As to all other proposed ------------------ selling shareholders of Securities, then Warner including Shareholders, any such reduction in the number of Securities proposed to be sold by the selling shareholders shall reduce the amount of securities he intended to distribute through such offering be effected on a pro rata basis in accordance with all other shareholders requesting registration of a specified the relationship which the number of their shares (other than any demanding security holder who initially requested such registration) based on Securities of the class proposed to be sold by each selling shareholder bears to the number of such Securities of that class proposed to be sold by all selling shareholders. For purposes of calculating the Additional Shares Pro-Rata Reduction and the Pro-Rata Reduction, each share of Preferred Stock shall be counted as the number of shares Warner requested to of Common Stock into which such Preferred Share would be registered divided by convertible as of the total date of determination, assuming Stockholder Approval (as defined in the Purchase Agreement) , and each share of Junior Preferred Stock shall be counted as the number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the total number of Common Stock that would have been issued in lieu of such shares share of Junior Preferred Stock, as of the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses date of such registration shall be borne by the Companydetermination.

Incidental Rights. If the Company at any time or from time to time (but subject to the limitations on sales of Registrable Securities in the Shareholders Agreement) the Company proposes to file with the Securities and Exchange Commission SEC a registration statement (whether on Form S-1, S-2, or S-3, or any equivalent form then in effect) for the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement rxxxxxxxxion under the Securities Act of 1933any shares of Subject Securities for sale, as amended for cash consideration, to the public by Company or on behalf of one or more shareholders of Company (excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by Company upon the "Securities Act") on any form (other than a Registration Statement on Form S-4 exercise of employee stock options, or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee stock ownership plan, or in connection with any acquisition made by Company, any securities exchange offer, dividend reinvestment plan, employee benefit plan plan, respectively) for corporate reorganization, or in connection with any amalgamation, merger or consolidation of Company or any direct or indirect subsidiary of Company with one or more other corporations if Company is the general registration surviving corporation), Company shall give Shareholders at least 20 days' prior written notice of securities the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be sold for cash with respect to its Common Stock or any other class of equity securities (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"not less than 7 days)) of the Company, it will give written notice to Warner at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth outline the intended method of disposition nature of the securities proposed to be registered by the Company distribution and the intended price range if knownjurisdictions in the United States in which Company proposes to qualify and offer such securities (the "Elected Jurisdictions"). The notice shall offer to include in such filing On the aggregate number written request of Shares as Warner may request. Warner shall advise the Shareholders received by Company in writing within thirty (30) 15 days after the date of receipt Company's delivery to Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by Shareholders and the intended method or methods by which dispositions are intended to be made), Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.1, include in the coverage of such offer from registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the Company, setting forth blue sky or securities laws of the amount of such Shares for which registration is requested. The Company shall thereupon include various states in such filing the Elected Jurisdictions the number of Shares Registrable Securities of the kind being registered (the "Specified Securities") held by Shareholders or into which the Registrable Securities are convertible, as the case may be, and which Shareholders have so requested to be registered or qualified for which registration is so requesteddistribution, subject to the next sentenceextent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by Shareholders of such Registrable Securities. Notwithstanding anything else contained in this Section 2.1, if the registration statement to be filed by the Company is a registration filed in response to any of the first three demands made by the Apollo/Blackstone Shareholders pursuant to Section 2.2 (the "First Three Demands"), then the Non-Apollo/Blackstone Shareholders shall not be entitled to have their Registrable Securities included in the coverage of such a registration statement, provided, however, that if the First Three Demands include Additional Shares (or shares into which Additional Shares have been converted), then the Non-Apollo/Blackstone Shareholders shall be entitled to have their Registrable Securities included in the coverage of such registration statement, on the terms and conditions set forth in this Section 2.1. If the distribution proposed to be effected by Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and shall use its best efforts to effect registration under the Securities Act of such Shares. If if the managing underwriter of a proposed public such underwritten offering shall advise the Company indicates in writing that, 5 its reasonable belief that including all or part of the Specified Securities in its opinion, the coverage of such registration statement or in the distribution of the Shares requested to be included in the registration concurrently with the securities being registered effected by the Company or such demanding security holder would prospectus will materially and adversely affect the distribution sale of securities proposed to be sold (which statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by Shareholders requesting registration under this Section 2.1 without materially adversely affecting the sale of the shares proposed to be sold), then the number of Specified Securities which Shareholders shall have the right to include in such registration statement shall be reduced to the maximum number of shares specified by the managing underwriter. In the case of a registration statement filed in response to any of the First Three Demands covering both Original Shares and Additional Shares (or shares into which Additional Shares have been converted), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced; provided; however, that if the number of Registrable Securities is to be reduced, then reductions will respect to the Registrable Securities shall be made among the Shareholders on a pro-rata basis in accordance with the relationship which the number of the Registrable Securities held by each Shareholder bears to the number of Registrable Securities held by all Shareholders (the "Additional Shares Pro-Rata Reduction"). In all other cases, first priority shall be afforded to securities covered by a registration statement filed in response to the exercise of a demand registration right by another holder of Common Stock, including the Apollo/Blackstone Shareholders, and no securities proposed to be sold by such holders shall be so reduced until all securities proposed to be sold by all other parties have been entirely eliminated and second priority shall be afforded to the Original Shares; provided, however, that in the case of a registration statement filed in response to a demand from the Apollo/Blackstone Shareholders (other than any of the First Three Demands) (the "Other Demands"), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced. As to any reductions to be made to the Registrable Securities (other than the Original Shares) proposed to be sold by the Company or Shareholders pursuant to a registration statement filed in response to the Other Demands, such demanding security holderreductions to be made among the Shareholders shall be made on a pro-rata basis in accordance with the relationship which the number of Registrable Securities (other than the Original Shares) held by each Shareholder bears to the number of Registrable Securities (other than the Original Shares) held by all Shareholders (the "Pro-Rata Reduction"). As to all other proposed selling shareholders of Securities, then Warner including Shareholders, any such reduction in the number of Securities proposed to be sold by the selling shareholders shall reduce the amount of securities he intended to distribute through such offering be effected on a pro rata basis in accordance with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the relationship which the number of shares Warner requested such Securities of the class proposed to be registered divided sold by each selling shareholder bears to the total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the total number of such shares as Securities of that class proposed to be sold by all selling shareholders. Company shall have the sole right to select any underwriters, including the managing underwriter approves to be registered. Except underwriter, of any public offering of securities made other than as otherwise provided a result of the rights granted in Section 9(c2.2. Nothing in this Section 2.1 shall create any liability on the part of Company to Shareholders if Company for any reason decides not to file or to delay or withdraw a registration statement (which Company may do in its sole discretion), all expenses . Shareholders may request to have Registrable Securities included in an unlimited number of such registration shall be borne by the Companyregistrations under this Section 2.1.

Incidental Rights. If the Company at any time proposes to file with register, on any form which may be used for the registration of Registrable Securities and Exchange Commission other than Form S-4 or Form S-8 (the "Commission") on its behalf and/or on behalf of or any successor or similar forms then in effect), any of its security holders (the "demanding security holders") a Registration Statement securities under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement on Form S-4 pursuant to Section 1), whether or S-8 not pursuant to registration rights granted to other holders of its securities and whether or any successor form not for securities to be offered sale for its own account, in a transaction manner which would permit registration of Registrable Securities for sale to the type referred to in Rule 145 public under the Securities Act or to employees of the Company pursuant to any employee benefit plan , respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity securities (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will each such time give written notice to Warner all holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2; such notice to be given to all such holders at least sixty twenty (6020) days before prior to the initial filing with the Commission of such Registration Statement, which notice shall set forth proposed registration statement. Upon the intended method written request of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in any such filing the aggregate number of Shares as Warner may request. Warner shall advise the Company in writing holder (a "Requesting Holder") made within thirty fifteen (3015) days after the date giving of receipt any such notice (which request shall specify the Registrable Securities intended to be disposed of by such offer from holder and the Companyintended method or methods of disposition thereof), setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall will use its best efforts to effect the registration under the Securities Act of such Sharesall Registrable Securities which the Company has been so requested to register by the Requesting Holders, to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. If With respect to an underwritten offering, prior to the effective date of any registration statement filed in connection with a registration described in this Section 2, promptly upon notification to the Company from the managing underwriter of a proposed public offering shall advise the Company in writing that, 5 in its opinion, price at which the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Warner shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Warner Registrable Securities requested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to this sentenceSection 2 are to be sold, multiplied by the total number Company shall advise each Requesting Holder of such shares as price, and if such price is below the managing underwriter approves price which any Requesting Holder shall have indicated to be registered. Except as otherwise provided acceptable to such Requesting Holder, such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in Section 9(c), all expenses of such registration shall be borne by the Companystatement.

Incidental Rights. If the Company at any time or from time to time after two years following the date of the closing of the purchase of the Laidxxx Xxxck, Company proposes to file with the Securities and Exchange Commission SEC a registration statement (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement whether on Form S-4 or S-8 S-1, X-0, xx S-3, or any successor equivalent form for securities to be offered then in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan , respectivelyeffect) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity securities (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Warner at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Warner may request. Warner shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of any shares of Common Stock for sale, for cash consideration, to the public by Company or on behalf of one or more shareholders of Company (excluding any sale of securities convertible into or exercisable for Common Stock, and any shares of Common Stock issuable by Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by Company, any securities exchange offer, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of Company or any direct or indirect subsidiary of Company with one or more other corporations if Company is the surviving corporation), Company shall give Shareholders at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which Company proposes to qualify and offer such Sharessecurities (the "Elected Jurisdictions"). On the written request of Shareholders received by Company within 15 days after the date of Company's delivery to Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by Shareholders and the intended method or methods by which dispositions are intended to be made), Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.1, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and If the distribution proposed to be effected by Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of a proposed public such underwritten offering shall advise the Company indicates in writing that, 5 its reasonable belief that including all or part of the Specified Securities in its opinion, the coverage of such registration statement or in the distribution of the Shares requested to be included in the registration concurrently with the securities being registered effected by the Company or such demanding security holder would prospectus will materially and adversely affect the distribution sale of securities proposed to be sold (which statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by Shareholders requesting registration under this Section 2.1 without materially adversely affecting the sale of the shares proposed to be sold), then the number of Specified Securities which Shareholders shall have the right to include in such securities registration statement shall be reduced to the maximum number of shares specified by the Company or managing underwriter. In all cases, priority shall be afforded to securities covered by a registration statement filed in response to the exercise of a demand registration right by another holder of Common Stock and no securities proposed to be sold by such demanding security holderother holder shall be so reduced until all securities proposed to be sold by all other parties have been entirely eliminated. As to all other proposed selling shareholders of Common Stock, then Warner including Shareholders, any such reduction in the number of shares of Common Stock proposed to be sold by the selling shareholders shall reduce the amount of securities he intended to distribute through such offering be effected on a pro rata basis in accordance with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the relationship which the number of shares Warner requested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses of such registration shall be borne by the Company.Common

Incidental Rights. If the Company at any time or from time to time the Company proposes to file with the United States Securities and Exchange Commission (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") ), a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan , respectively) registration statement for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity securities (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Warner at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Warner may request. Warner shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Shares. If the managing underwriter any shares of a proposed public offering shall advise common stock of the Company in writing that, 5 in its opinion, for sale to the distribution of the Shares requested to be included in the registration concurrently with the securities being registered public by the Company or on behalf of stockholders of the Company, including any Stockholder, for cash (excluding any shares of common stock issuable by the Company upon the exercise of employee stock options or in connection with the merger or consolidation of the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give all Stockholders who then hold any Shares at least ten (10) days, but not more than ninety (90) days, prior written notice of the filing of the proposed registration statement. The notice shall include a list of the states and foreign jurisdictions, if any, in which the Company intends to qualify such demanding security holder would shares and the stock exchange or service on which the Company proposes to list the common stock. Upon the written request of one or more of the Stockholders received by the Company within twenty-one (21) days of the date the Company notified the Stockholders of its intention to file such registration statement, the Company shall, subject to the conditions and in accordance with the procedures set forth in paragraphs (c) and (d) of this Section 1, and at its own expense as provided in Section 3 of this Agreement, use its best efforts to include in the coverage of such registration statement and to qualify for sale under the blue sky or securities laws of the various states, the number of Shares (herein called the "Specified Shares") held by and requested to be registered by such Stockholders; provided, that if the managing underwriter for the Company indicates in writing that the effect of including all or part of the Specified Shares in the coverage of such registration statement will materially and adversely affect the distribution sale of such securities the shares of common stock proposed to be sold by the Company or such demanding security holder(which statement of the managing underwriter shall also state the maximum number of shares of common stock (herein called the "Maximum Shares", if any, which can be sold by stockholders of the Company without materially adversely affecting the sale of the shares of common stock proposed to be sold by the Company), then Warner each such Stockholder shall reduce have the amount right, subject to the incidental registration rights existing as of securities he intended the date hereof issued by the Company to distribute through Sirrom Capital Corporation and Xxxxx River Ventures, L.P. (as warrant holders or holders of convertible notes)(which the Company represents and warrants to the Stockholders are identical in all material respects and PARI PASSU to the rights herein), to include in such offering on a registration statement its respective pro rata basis with portion of the Maximum Shares, determined by dividing the number of Shares held by such Stockholder by the total number of Shares held by all other shareholders stockholders requesting their Shares to be registered. In the event that: (i) any Stockholder (an "Overalloted Stockholder") requesting registration has requested registration of a specified number more shares than that Stockholder's pro rata portion of their the Maximum Shares and (ii) any other Stockholder (an "Underalloted Stockholder") requesting such registration has requested registration of fewer shares (other than any demanding security holder who initially such Stockholder's pro rata portion of the Maximum Shares, then each Overalloted Stockholder shall have the right, subject to the rights of Sirrom Capital Corporation and Xxxxx River Ventures, L.P., to include in such registration statement its pro rata portion of the Maximum Shares with respect to which the Underalloted Stockholders shall not have requested such registration) based on , determined by dividing the number of shares Warner requested to be registered divided of common stock held by such Overalloted Stockholder by the total number of shares requested of common stock owned by all stockholders requesting registration. Notwithstanding the foregoing, each of the Stockholders hereby agrees and acknowledges that it shall not exercise any of its rights hereunder in connection with the initial public offering of shares of common stock by the Company effected pursuant to the approved terms for an initial public offering adopted by at least 80% of the board of directors of the Company. Subject to the foregoing and without in any way limiting the types of registrations to which this paragraph (a) applies, if the Company at any time or from time to time effects any "shelf registrations" under Rule 415 promulgated under the Securities Act ("Rule 415"), or any other similar rule or regulation, then for each shelf registration effected by the Company, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit the Stockholders to include their shares in such registrations in accordance with this paragraph (a), provided that the Company shall not be required to include any shares in such registration by post-effective amendment to the extent that the amount of such shares, when added to the number of shares of common stock theretofore or contemporaneously to be registered which are subject to decrease pursuant to this sentencesold by the Company under such Registration Statement, multiplied by would exceed the total number of such shares of common stock registered thereunder. Other than as provided in this Agreement, in no event shall the Company be required to amend any registration statement filed pursuant to this Section 1(a) after it has become effective or to amend or supplement any prospectus to permit the continued disposition of Shares registered under any registration except in connection with a registration statement complying with Rule 415. The Stockholders agree not to sell under a registration statement complying with Rule 415 during any period in which the Company is engaged in a stock repurchase program. The Company shall have the right to select any underwriters, including the managing underwriter approves underwriter, of any public offering of shares of common stock subject to be registeredthe provisions of this paragraph (a). Except as otherwise provided Nothing in Section 9(c), all expenses this paragraph (a) shall create any liability on the part of the Company to any Stockholder if the Company for any reason should decide not to file such a registration shall be borne by the Companystatement.

Incidental Rights. If the Company at any time proposes to file with ----------------- register, on any form which may be used for the registration of Registrable Securities and Exchange Commission other than Form S-4 or Form S-8 (the "Commission") on its behalf and/or on behalf of or any successor or similar forms then in effect), any of its security holders (the "demanding security holders") a Registration Statement securities under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement on Form S-4 pursuant to Section 1), whether or S-8 not pursuant to registration rights granted to other holders of its securities and whether or any successor form not for securities to be offered sale for its own account, in a transaction manner which would permit registration of Registrable Securities for sale to the type referred to in Rule 145 public under the Securities Act or to employees of the Company pursuant to any employee benefit plan , respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity securities (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will each such time give written notice to Warner all holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2; such notice to be given to all such holders at least sixty twenty (6020) days before prior to the initial filing with the Commission of such Registration Statement, which notice shall set forth proposed registration statement. Upon the intended method written request of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in any such filing the aggregate number of Shares as Warner may request. Warner shall advise the Company in writing holder (a "Requesting Holder") made within thirty fifteen (3015) days after the date giving of receipt any such ----------------- notice (which request shall specify the Registrable Securities intended to be disposed of by such offer from holder and the Companyintended method or methods of disposition thereof), setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall will use its best efforts to effect the registration under the Securities Act of such Sharesall Registrable Securities which the Company has been so requested to register by the Requesting Holders, to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. If With respect to an underwritten offering, prior to the effective date of any registration statement filed in connection with a registration described in this Section 2, promptly upon notification to the Company from the managing underwriter of a proposed public offering shall advise the Company in writing that, 5 in its opinion, price at which the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Warner shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Warner Registrable Securities requested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to this sentenceSection 2 are to be sold, multiplied by the total number Company shall advise each Requesting Holder of such shares as price, and if such price is below the managing underwriter approves price which any Requesting Holder shall have indicated to be registered. Except as otherwise provided acceptable to such Requesting Holder, such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in Section 9(c), all expenses of such registration shall be borne by the Companystatement.

Incidental Rights. If the Company at any time proposes to file with register, on any form which may be used for the registration of Registrable Securities and Exchange Commission other than Form S-4 or Form S-8 (the "Commission") on its behalf and/or on behalf of or any successor or similar forms then in effect), any of its security holders (the "demanding security holders") a Registration Statement securities under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement on Form S-4 pursuant to Section 1), whether or S-8 not pursuant to registration rights granted to other holders of its securities and whether or any successor form not for securities to be offered sale for its own account, in a transaction manner which would permit registration of Registrable Securities for sale to the type referred to in Rule 145 public under the Securities Act or to employees of the Company pursuant to any employee benefit plan , respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity securities (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will each such time give written notice to Warner all holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2; such notice to be given to all such holders at least sixty twenty (6020) days before prior to the initial filing with the Commission of such Registration Statement, which notice shall set forth proposed registration statement. Upon the intended method written request of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in any such filing the aggregate number of Shares as Warner may request. Warner shall advise the Company in writing holder (a "Requesting Holder") made within thirty fifteen (3015) days after the date giving of receipt any such notice (which request shall specify the Registrable Securities intended to be disposed of by such offer from holder and the Companyintended method or methods of disposition thereof), setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall will use its best efforts to effect the registration under the Securities Act of such Sharesall Registrable Securities which the Company has been so requested to register by the Requesting Holders, to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. If With respect to an underwritten offering, prior to the effective date of any registration statement filed in connection with a registration described in this Section 2, promptly upon notification to the Company from the managing underwriter of a proposed public offering shall advise the Company in writing that, 5 in its opinion, price at which the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Warner shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Warner Registrable Securities requested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to this sentenceSection 2 are to be sold, multiplied by the total number Company shall advise each Requesting Holder of such shares as price, and if such price is below the managing underwriter approves price which any Requesting Holder shall have indicated to be registered. Except as otherwise provided acceptable to such Requesting Holder, such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in Section 9(c), all expenses of such registration shall be borne by statement. Notwithstanding anything stated in this Section to the Companycontrary, no holder of Merging Purchaser Registrable Securities may include such securities in any registration made at the request of a Merging Purchaser Initiating Holder prior to the first anniversary of the date hereof if such inclusion would result in the registration of more than 50% of the Merging Purchaser Registrable Securities.