Common use of Limitation on Subsequent Registration Rights Clause in Contracts

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Investor as long as there are Registrable Securities then outstanding, enter into any agreement with any holder investor or prospective holder investor of any securities of the Company that would grant such holder investor registration rights senior to those granted to the Holders Investor hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstanding, Holder enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstandingMajority Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior or equal to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders record or beneficial holders of sixty-six and two-thirds percent (66-2/3%) at least 65% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to or on par with those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) at least a majority of the Registrable Securities then then-outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and at least two-thirds percent (66-2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights on parity with or senior to those granted to the Holders hereunder or which rights could be reasonably expected to conflict with the rights granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders Holder hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-66 2/3%) % of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to or on par with those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders record or beneficial holders of sixty-six and two-thirds percent (66-2/3%) at least 60% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to or on par with those granted to the Holders hereunder.”

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders holders of sixty-six and two-thirds percent (66-2/3%) at least 66 ⅔% of the Registrable Securities then outstandingoutstanding Preferred Stock (on an as-converted basis and including any shares of Common Stock into which the Preferred Stock are converted), enter into any agreement with any holder or prospective holder of any securities of the Company Company, other than the holders of the Preferred Stock, that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the The Company shall not, without the prior written consent of the Holders holders of sixty-six and two-thirds percent (66-66 2/3%) % of the Registrable Securities then outstandingInvestor Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant Company, giving such holder or prospective holder any registration rights senior the terms of which are equivalent to or more favorable than the registration rights granted to Holders hereunder, or which would reduce the amount of Registrable Securities the Holders can include in any registration filed pursuant to Section 2 hereof, unless such rights are subordinate to those granted to of the Holders hereunderHolders.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (at least 66-2/3%) % of the Registrable Securities then outstandingoutstanding (voting on an as-converted basis but without giving effect to price-based anti-dilution that occurs at any time after the date hereof), enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the The Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) holding at least a majority of the Registrable Securities then outstandingoutstanding (excluding Founder Registrable Securities), enter into any agreement with any holder or prospective holder of any securities of the Company that would grant allow such holder or prospective holder to have registration rights of such securities that are senior to those granted to or pari passu with the registration rights of the Holders hereunderas set forth in Section 3.5.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixtyat least seventy-six and two-thirds five percent (66-2/375%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) at least a majority of the Registrable Securities Shares then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders Holder hereunder.

Limitation on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holders of sixty-six and two-thirds percent (66-2/3%) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the The Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders holders of sixty-six and two-thirds percent (66-2/3%) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to or pari passu with those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) a majority of the Registrable Securities then outstanding and Put Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstandingRequisite Senior Preferred Majority, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights on a parity with or senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstandingMajority Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the registration rights of the Holders hereunderas provided in this Agreement.

Limitation on Subsequent Registration Rights. After the date of -------------------------------------------- this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After Other than as provided in Section 5.11, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and at least two-thirds percent (66-2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement (“Subsequent Registration Rights”).

Limitation on Subsequent Registration Rights. After Other than as provided in Section 5.11 hereof, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) 70% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.outstanding (the

Limitation on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixtyat least seventy-six and two-thirds five percent (66-2/375%) of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with granting any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to or pari passu with those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders Investors of sixty-six and two-thirds at least fifty percent (66-2/350%) of the Registrable Securities then outstandingheld by Investors and the prior written consent of the Holders of at least fifty percent (50%) of the Registrable Securities held by Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders Investors hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to or on parity with those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstandingMajority Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder the right to include securities in any registration rights senior to those granted on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders hereunderhave had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include.

Limitation on Subsequent Registration Rights. After Other than as provided in Section 5.11, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and at least at least two-thirds percent (66-2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstandingHolder, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to Holder hereunder with respect to the Holders hereunderallocation of shares in an underwriting agreement.

Limitation on Subsequent Registration Rights. After the date of this AgreementAgreement and prior to the SEC Effective Date, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstandingMajority Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior or equal to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstandingheld by all Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to or on a parity with those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) at least 67% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder any registration rights senior to those granted to the Holders hereunderrights.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the The Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) representing at least a majority of the shares of Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder, provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.17.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After From and after the date -------------------------------------------- of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant allow such holder or prospective holder registration rights senior to those rights granted to the Holders hereunderInvestors under this Agreement.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of (i) the Holders of sixtyat least a majority of the Prior Registrable Securities then outstanding, and (ii) the Holders of at least fifty-six and two-thirds one percent (66-2/351%) of the Senior Preferred Registrable Securities then outstanding, which in all cases shall include at least two of the Major Senior Preferred Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to or pari passu with those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds ninety percent (66-2/390%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-66 2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds at least sixty percent (66-2/360%) of the Registrable Securities then outstanding, outstanding enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder. This Registration Rights Agreement is hereby executed as of the date first above written. COMPANY: I. D. SYSTEMS, INC.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the The Company shall not, without the prior written consent of the Holders of sixtyat least fifty-six and two-thirds five percent (66-2/355%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights on a parity with or senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least sixty-six and two-thirds percent (66-66 2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.enter

Limitation on Subsequent Registration Rights. After the date of this -------------------------------------------- Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant permit such holder registration rights senior to those granted to require that the Holders hereunderCompany register any securities held by such holder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstandingMajority Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior or equal to those granted to the Holders hereunder.. W02-WEST:1TLD1\401105099.1 -33-

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After Other than as provided in Section 5.11, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least sixty-six and two-thirds seven percent (66-2/367%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder any registration rights senior to those granted to the Holders hereunderrights.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) at least a majority of the Registrable Securities then outstanding, voting together as a single class on an as-converted to Common Stock basis, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After Other than as provided in Section 5.11, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least sixty-six and two-thirds percent (66-2/3662/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company Corporation shall not, without the prior written consent of the Holders of Stockholders holding at least sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company Corporation that would grant such holder registration rights senior to or in parity with those granted to the Holders Stockholders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) at least a majority of the Registrable registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights on a parity with or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of a majority of the Holders of sixtythen-six and two-thirds percent (66-2/3%) of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration rights senior of shares of the Company’s capital stock, or to those granted to include such shares in a registration statement that would reduce the Holders hereundernumber of shares includable by the Holders.

Limitation on Subsequent Registration Rights. After the date of this Rights Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds more than fifty percent (66-2/350%) of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this AgreementEffective Date, the Company shall not, without the prior written consent of the Holders of at least sixty-six and two-thirds percent (66-2/3662/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.

Limitation on Subsequent Registration Rights. After the date of this -------------------------------------------- Agreement, the Company shall not, without the prior written consent of Holders owning in the Holders of aggregate sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-66 2/3%) % of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior or on par with to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After Other than as provided in Section 5.11, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least sixty-six and two-thirds percent (66-66- 2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After From and after the date of this Agreementhereof, the Company shall not, without the prior written consent of the Holders of sixty-six and not less than two-thirds percent (66-2/3%⅔) of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder current or prospective future holder of any securities of the Company that would grant allow such current or future holder to require the Company to include securities in any registration statement filed by the Company on a basis that is senior in any way to the piggyback rights senior to those granted to the Holders Purchasers hereunder.

Limitation on Subsequent Registration Rights. After Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least sixty-six and two-thirds percent (66-66 2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to or on parity with those granted to the Holders hereunder, other than the right to a Special Registration Statement.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and at least two-thirds percent (66-2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holders of sixty-six and two-thirds percent (66-2/3%) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant giving such holder or prospective holder any registration rights senior to those the terms of which are more favorable than the registration rights granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstandingMajority Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to or pari passu with the registration rights of the Holders hereunderas provided in this Agreement.

Limitation on Subsequent Registration Rights. After Other than as provided in Section 5.11, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) at least 75% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds fifty percent (66-2/350%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of Holders owning in the Holders of aggregate sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After Other than as provided in Section 5.12, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixtyat least seventy-six and two-thirds five percent (66-2/375%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least sixty-six and two-thirds percent (66-2/3662/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder piggyback registration rights senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders holders of sixty-six and two-thirds percent (66-2/3%) a majority of the Series D Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to or pari passu with those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) a majority of the outstanding Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant to such holder or prospective holder registration rights that are senior to those granted to the Holders hereunderregistration rights set forth in this Section 1.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to to, or on a parity with, those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds fifty percent (66-2/350%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) at least 66.7% of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to or pari passu with the registration rights of the Holders hereunderas provided in this Agreement.

Limitation on Subsequent Registration Rights. After Other than as provided in Section 5.9, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least sixty-six and two-thirds percent (66-66 2/3%) of the Registrable Securities then outstanding, then-outstanding (as determined on the date of grant of rights) enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights that are senior to those or pari passu with the rights granted to the Holders Investors hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, not without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) a majority of the Registrable Securities then outstanding, outstanding enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to to, or on parity with, those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of -------------------------------------------- this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) Investors holding at least a majority of the Registrable Securities then outstandingheld by the Investors, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights on par to or senior to those granted to the Holders Investors hereunder.

Limitation on Subsequent Registration Rights. After Other than as provided in Section 5.11, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least sixty-six and two-thirds percent (66-66- 2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement.

Limitation on Subsequent Registration Rights. After From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) of at least a majority the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to or on a parity with those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and at least two-thirds percent (66-2/3%) of the Registrable Securities Shares then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders Holder hereunder.. This Registration Rights Agreement is hereby executed as of the date first above written. By: Name: Title:

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) a majority of the all Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant ;rant such holder registration rights senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-66 2/3%) of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds Investors holding at least sixty seven percent (66-2/367%) of the Registrable Securities then outstandingoutstanding held by all Investors, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders Investors hereunder, other than the right to a Special Registration Statement.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunderhereunder with respect to the allocation of shares in an underwriting agreement.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstandingMajority Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.would

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights equal or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds more than fifty percent (66-2/350%) of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to or pari passu with those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of holding at least sixty-six and two-thirds percent (66-2/3%) of all of the Registrable Securities then outstandingoutstanding and which are held by Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to to, or on parity with, those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-more than two thirds percent (66-2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After From and after the date of this Agreementhereof, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) owning not less than 50% of the Registrable Securities then outstandingShares, enter into any agreement with any holder or prospective holder of any securities of the Company that which would grant allow such holder or prospective holder to include such securities in any registration rights senior to those granted to of the Holders hereunderCompany.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-at least sixty six and two-two thirds percent (66-66 2/3%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) a majority in interest of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant providing for the granting to such holder of registration rights senior superior to those granted to the Holders hereunderpursuant to this Agreement.

Limitation on Subsequent Registration Rights. After the date of this Agreement, for so long as the Holders hold at least 1,000,000 shares of Registrable Securities, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the The Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) a majority of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder current or prospective future holder of any securities of the Company that would grant allow such current or future holder to require the Company to include securities in any registration rights senior to those granted to statement filed by the Holders hereunderCompany for a period of two (2) years from the Plan Effective Date.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) of the Registrable Securities then outstandingMajority Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunder; provided, however, the Company may grant registration rights equivalent to those provided to Aegis and the Holders, even if the exercise of such rights may have an adverse effect on the distribution of the Registrable Securities by the Holders.

Limitation on Subsequent Registration Rights. After the date of -------------------------------------------- this Agreement, the Company shall not, without the prior written consent of the Holders of sixtyat least seventy-six and two-thirds five percent (66-2/375%) of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those granted to the Holders hereunder.

Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixtyseventy-six and two-thirds five percent (66-2/375%) of the Registrable Securities then outstandingSecurities, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior to those granted to the Holders hereunderhereunder or that would reduce the number of shares includable by the Holders in the event of a registration pursuant to Section 2.3.