Common use of Limitations on Registrations Clause in Contracts

Limitations on Registrations. The registration rights granted to Initiating Holders pursuant to this Section 4.2 are subject to the following limitations: (i) the Initiating Holders shall determine the method of distribution of the Securities to be registered in a Demand Registration and if an underwritten offering, shall select the managing underwriter of such offering, except that if the Company elects to sell Registrable Securities for its own account in such underwritten offering, the lead managing underwriter shall be selected by the Initiating Holders subject to the approval of the Company, not to be unreasonably withheld, and the co-managing underwriter shall be selected by the Company with the approval of the Initiating Holders, not to be unreasonably withheld. If the offering is underwritten, the right of any Stockholder to registration pursuant to this Section 4.2 will be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting (unless otherwise agreed by the Initiating Holders), and each such Stockholder will (together with the Company and the other Stockholder distributing their Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If any Stockholder disapproves of the terms of the underwriting, such Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders; (ii) the Company shall not be obligated to file a registration statement under this Section 4.2 unless (X) (i) the total number of shares of Registrable Securities requested to be included in such offering by the Initiating Holders and all other securities holders who have requested to participate in such offering equals or exceeds 2.5% of the number of shares of Common Stock outstanding on a fully diluted basis or (ii) the aggregate gross offering price of such offering is at least $75,000,000 or (Y) if the Initiating Holder does not hold at least 5% of the total Shares outstanding at the time such demand is made, and the aggregate gross offering price of such offering is at least $15,000,000; and (iii) the Company shall be entitled to postpone for a reasonable time not exceeding 180 days at any one time, and not to exceed 360 days in any 720-day period, the filing of any registration statement under this Section 4.2 if, at the time it receives a request for a Demand Registration pursuant thereto, the Board shall determine in good faith that (A) such offering will interfere with a pending financing, merger, sale of assets, recapitalization or other similar corporation action which the Company is actively pursuing and is material to the business of the Company or (B) the contemplated sale of Shares pursuant to such registration statement would have a negative impact on the market for the Common Stock.

Limitations on Registrations. The registration rights granted to the Initiating Holders pursuant to this Section 4.2 6 are subject to the following limitations: (i) Each selling Stockholder shall pay all sales commissions or other similar selling charges with respect to his Stockholder Shares sold pursuant to a registration. In connection with one Demand Registration pursuant to this Section 6, at the request of the Initiating Holder, the Company shall pay all registration and filing fees, fees and expenses of compliance with federal and state securities laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel and accountants for the Company and fees and expenses of one counsel, selected by the selling Stockholders holding a majority of the Stockholder Shares to be sold in such registration, for all selling Stockholders in connection with a Demand Registration, unless the applicable state securities laws require that stockholders whose securities are being registered pay their pro rata share of such fees, expenses and disbursements, in which case each Stockholder participating in the registration shall pay his pro rata share of all such fees, expenses and disbursements based on his pro rata share of the total number of shares being registered. In all other instances, the selling Stockholders shall pay all expenses of a Demand Registration. (ii) Initiating Holders holding a majority of the shares of Common Stock held by all Initiating Holders shall determine (A) whether such Demand Registration shall be the one Demand Registration in which the Company pays expenses pursuant to clause (i) of this section, (B) the method of distribution of the Securities securities to be registered in a Demand Registration and (C) if an underwritten offering, shall select the managing underwriter of such offering, except that if the Company elects to sell Registrable Securities for its own account in such underwritten offering, the lead managing underwriter shall be selected by the Initiating Holders subject to the approval of the Company, not to be unreasonably withheld, and the co-managing underwriter shall be selected by the Company with the approval of the Initiating Holders, not to be unreasonably withheld. If the offering is underwritten, the right of any Stockholder to registration pursuant to this Section 4.2 will be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting (unless otherwise agreed by the Initiating Holders), and each such Stockholder will (together with the Company and the other Stockholder distributing their Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If any Stockholder disapproves of the terms of the underwriting, such Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders; (ii) the Company shall not be obligated to file a registration statement under this Section 4.2 unless (X) (i) the total number of shares of Registrable Securities requested to be included in such offering by the Initiating Holders and all other securities holders who have requested to participate in such offering equals or exceeds 2.5% of the number of shares of Common Stock outstanding on a fully diluted basis or (ii) the aggregate gross offering price of such offering is at least $75,000,000 or (Y) if the Initiating Holder does not hold at least 5% of the total Shares outstanding at the time such demand is made, and the aggregate gross offering price of such offering is at least $15,000,000; and (iii) the Company shall be entitled to postpone for a reasonable time not exceeding 180 one hundred twenty (120) days at any one time, and not to exceed 360 days in any 720-day period, the filing of any registration statement under this Section 4.2 6 if, at the time it receives a request for a Demand Registration pursuant thereto, the Board of Directors of the Company shall determine in good faith that (A) such offering will interfere with a pending financing, merger, sale of assets, recapitalization or other similar corporation corporate action which the Company is actively pursuing and is material to the business of the Company Company; and (iv) a Registration Statement that does not become effective or (Bdoes not remain effective for the period specified in Section 7(b) the contemplated sale of Shares shall be deemed not to constitute a Registration Statement filed pursuant to this Section 6, provided that, if such Registration Statement does not become effective or -------- does not remain effective for such period solely by reason of the Initiating Holders' refusal to proceed, it shall be deemed to constitute a Registration Statement filed pursuant to this Section 6, unless the Initiating Holders shall have elected to pay all expenses in connection with such registration statement would have a negative impact on the market for the Common Stockas aforesaid.

Limitations on Registrations. The registration rights granted to Initiating Holders pursuant to this Section 4.2 are subject to the following limitations: (i) the Initiating Holders shall determine the method of distribution of the Securities to be registered in a Demand Registration and if an underwritten offering, shall select the managing underwriter of such offering, except that if the Company elects to sell Registrable Securities for its own account in such underwritten offering, the lead managing underwriter shall be selected by the Initiating Holders subject to the approval of the Company, not to be unreasonably withheld, and the co-managing underwriter shall be selected by the Company with the approval of the Initiating Holders, not to be unreasonably withheld. If the offering is underwritten, the right of any Stockholder to registration pursuant to this Section 4.2 will be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting (unless otherwise agreed by the Initiating Holders), and each such Stockholder will (together with the Company and the other Stockholder distributing their Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If any Stockholder disapproves of the terms of the underwriting, such Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders; (ii) the Company shall not be obligated to file a registration statement under this Section 4.2 unless (X) (i) the total number of shares of Registrable Securities requested to be included in such offering by the Initiating Holders and all other securities holders who have requested to participate in such offering equals or exceeds 2.5% of the number of shares of Common Stock outstanding on a fully diluted basis or (ii) the aggregate gross offering price of such offering is at least $75,000,000 or (Y) if the Initiating Holder does not hold at least 5% of the total Shares outstanding at the time such demand is made, and the aggregate gross offering price of such offering is at least $15,000,000250,000,000; and (iii) the Company shall be entitled to postpone for a reasonable time not exceeding 180 days at any one time, and not to exceed 360 days in any 720-day period, the filing of any registration statement under this Section 4.2 if, at the time it receives a request for a Demand Registration pursuant thereto, the Board shall determine in good faith that (A) such offering will interfere with a pending financing, merger, sale of assets, recapitalization or other similar corporation action which the Company is actively pursuing and is material to the business of the Company or (B) the contemplated sale of Shares pursuant to such registration statement would have a negative impact on the market for the Common Stock.

Limitations on Registrations. The registration rights granted to Initiating Holders pursuant to this Section 4.2 7 are subject to the following limitations: (i) each selling Stockholder shall pay all sales commissions or other similar selling charges with respect to the Registrable Securities sold by such Stockholder pursuant to a Demand Registration. In connection with six Demand Registrations pursuant to this Section 7 (three for each Original Investor or its Transferee Investor in which case such Original Investor shall lose its Demand Registration rights), the Company shall pay all registration and filing fees, fees and expenses of compliance with federal and state securities laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel and accountants for the Company and fees and expenses of one counsel, selected by the Initiating Holders, for all selling Stockholders in connection with a Demand Registration, unless the applicable state securities laws require that stockholders whose securities are being registered pay their pro rata share of such fees, expenses and disbursements, in which case each Stockholder participating in the registration shall pay its pro rata share of all such fees, expenses and disbursements based on its pro rata share of the total number of shares being registered, provided that if a Demand Registration involves, pursuant to Section 6(c) hereof, a cutback of the number of Registrable Securities which may be sold such that the Initiating Holders are not permitted to register at least 50% of the number of Registrable Securities which they request to register, then such Demand Registration shall not be deemed one of the six Demand Registrations referred to above for purposes of this Agreement; (ii) the Initiating Holders and any other Major Investor participating in such registration shall jointly determine the method of distribution of the Securities securities to be registered in a Demand Registration and if an underwritten offering, shall select the managing underwriter of such offering, except that if the Company elects to sell Registrable Securities for its own account in such underwritten offering, the lead managing underwriter shall be selected by the Initiating Holders subject to the approval of the Company, not to be unreasonably withheld, and the co-managing underwriter shall be selected by the Company with the approval of the Initiating Holders, not to be unreasonably withheld. If the offering is underwritten, the right of any Stockholder to registration pursuant to this Section 4.2 will be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting (unless otherwise agreed by the Initiating Holders), and each such Stockholder will (together with the Company and the other Stockholder distributing their Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If any Stockholder disapproves of the terms of the underwriting, such Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders; (iiiii) the Company shall not be obligated to file a registration statement under this Section 4.2 unless (X) (i) 7 if the total aggregate number of shares of Registrable Securities requested to be included in such offering by the Initiating Holders and all any other securities holders who have requested to participate in such offering equals or exceeds 2.5selling Stockholder shall be less than 5% of the number of shares of Common Stock Registrable Securities at that time outstanding on a fully diluted basis or (ii) the aggregate gross offering price of such offering is at least $75,000,000 or (Y) if the Initiating Holder does not hold at least 5% of the total Shares outstanding at the time such demand is made, and the aggregate gross offering price of such offering is at least $15,000,000; andbasis; (iiiiv) the Company shall be entitled to postpone for a reasonable time not exceeding 180 days at any one time, and not to exceed 360 days in any 720-day period, the filing of any registration statement under this Section 4.2 7 if, at the time it receives a request for a Demand Registration pursuant thereto, the Board shall determine in good faith that (A) such offering will interfere with a pending financing, merger, sale of assets, recapitalization or other similar corporation action which the Company is actively pursuing and is material to the business of the Company or if the Board otherwise determines that effecting a registration would have a material adverse effect on the Company; provided that the Company may only postpone such registration under this sub-clause (Biv) one time in any 360 day period; (v) a registration statement that does not become effective or does not remain effective for the contemplated sale of Shares period specified in Section 8(b) shall be deemed not to constitute a registration statement filed pursuant to this Section 7, provided that, if such registration statement would does not become effective or does not remain effective for such period solely by reason of the Initiating Holders’ refusal to proceed, it shall be deemed to constitute a registration statement filed pursuant to Section 7 unless the Initiating Holders shall have elected to pay all expenses in connection with such registration as aforesaid; and (vi) the Company shall not be obligated to file a negative impact on registration statement under this Section 7 if it shall previously have effected the market for the Common Stocksix Demand Registrations referred to in sub-clause (i) of this Section 7(b).

Limitations on Registrations. The registration rights granted of Holders of Registrable Securities to Initiating Holders request Demand Registrations pursuant to this Section 4.2 2.1(a) are subject to the following limitations: (i) : in no event shall the Initiating Holders shall determine the method of distribution of the Securities Company be required to be registered in effect a Demand Registration unless the aggregate offering price, net of underwriting discounts and if an underwritten offeringcommissions, shall select the managing underwriter of such offeringis at least $1,000,000; PROVIDED, except HOWEVER, that if the Company elects to sell Registrable Securities for its own account in such underwritten offering, the lead managing underwriter shall be selected by the Initiating Holders subject to the approval of the Company, not to be unreasonably withheld, and the co-managing underwriter shall be selected by the Company with the approval of the Initiating Holders, not to be unreasonably withheld. If the offering is underwritten, the right of any Stockholder to registration pursuant to this Section 4.2 will be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting (unless otherwise agreed by the Initiating Holders), and each such Stockholder will (together with the Company and the other Stockholder distributing their Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If any Stockholder disapproves of the terms of the underwriting, such Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders; (ii) the Company shall be required to effect a Demand Registration regardless of the aggregate offering price in the event that the Majority Holders are disposing of all of the Registrable Securities held by them; and (iii) in no event shall the Company be required to effect more than (A) two Demand Registrations for the benefit of Cerberus CH LLC, an Initial Holder, and its successors and assigns, (B) one Demand Registration for the benefit of all of the Initial Holders that are Affiliates of Oak Hill Advisors, Inc. ("Oak Hill") or accounts or funds that Oak Hill or its Affiliates control or advise, and their successor and assigns and (C) one Demand Registration for the benefit of Basso Holdings Ltd., an Initial Holder, and its successors and assigns (collectively, "Basso"); PROVIDED, HOWEVER, that such number shall be increased to the extent the Company (x) does not include in what would otherwise be obligated the final registration for which the Company is required to file a registration statement under this Section 4.2 unless (X) (i) pay Registration Expenses the total number of shares of Registrable Securities requested to be registered by the Holders by reason of Section 2.1(b) or (y) terminates a Shelf Registration pursuant to Section 2.3 prior to the time that all Registrable Securities covered by such Shelf Registration have been sold; and PROVIDED, FURTHER, that the Registration Expenses in connection with each additional Demand Registration shall be allocated PRO RATA among all Persons on whose behalf securities of the Company are included in such offering by registration, on the Initiating Holders and all other securities holders who have requested to participate in such offering equals or exceeds 2.5% basis of the number of shares of Common Stock outstanding on a fully diluted basis or (ii) the aggregate gross offering price of such offering is at least $75,000,000 or (Y) if the Initiating Holder does not hold at least 5% respective amounts of the total Shares outstanding at the time such demand is made, and the aggregate gross offering price of such offering is at least $15,000,000; and (iii) the Company shall be entitled to postpone for a reasonable time not exceeding 180 days at any one time, and not to exceed 360 days in any 720-day period, the filing of any registration statement under this Section 4.2 if, at the time it receives a request for a Demand Registration pursuant thereto, the Board shall determine in good faith that (A) such offering will interfere with a pending financing, merger, sale of assets, recapitalization or other similar corporation action which the Company is actively pursuing and is material to the business of the Company or (B) the contemplated sale of Shares pursuant to such registration statement would have a negative impact securities then being registered on the market for the Common Stocktheir behalf.

Limitations on Registrations. The registration rights granted to the ---------------------------- Initiating Holders pursuant to this Section 4.2 3 are subject to the following limitations: (i) Each selling Stockholder shall pay all sales commissions or other similar selling charges with respect to his Stockholder Shares sold pursuant to a registration. In connection with one Demand Registration pursuant to this Section 3, at the request of the Initiating Holder, the Company shall pay all registration and filing fees, fees and expenses of compliance with federal and state securities laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel and accountants for the Company and fees and expenses of one counsel, selected by the selling Stockholders holding a majority of the Stockholder Shares to be sold in such registration, for all selling Stockholders in connection with a Demand Registration, unless the applicable state securities laws require that stockholders whose securities are being registered pay their pro rata share of such fees, expenses and disbursements, in which case each Stockholder participating in the registration shall pay its pro rata share of all such fees, expenses and disbursements based on its pro rata share of the total number of shares being registered. In all other instances, the selling Stockholders shall pay all expenses of a Demand Registration; (ii) Initiating Holders holding a majority of the shares of Common Stock held by all Initiating Holders shall determine (A) whether such Demand Registration shall be the one Demand Registration in which the Company pays expenses pursuant to clause (i) of this section, (B) the method of distribution of the Securities securities to be registered in a Demand Registration and (C) if an underwritten offering, shall select the managing underwriter of such offering, except that if the Company elects to sell Registrable Securities for its own account in such underwritten offering, the lead managing underwriter shall be selected by the Initiating Holders subject to the approval of the Company, not to be unreasonably withheld, and the co-managing underwriter shall be selected by the Company with the approval of the Initiating Holders, not to be unreasonably withheld. If the offering is underwritten, the right of any Stockholder to registration pursuant to this Section 4.2 will be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting (unless otherwise agreed by the Initiating Holders), and each such Stockholder will (together with the Company and the other Stockholder distributing their Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If any Stockholder disapproves of the terms of the underwriting, such Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders; (ii) the Company shall not be obligated to file a registration statement under this Section 4.2 unless (X) (i) the total number of shares of Registrable Securities requested to be included in such offering by the Initiating Holders and all other securities holders who have requested to participate in such offering equals or exceeds 2.5% of the number of shares of Common Stock outstanding on a fully diluted basis or (ii) the aggregate gross offering price of such offering is at least $75,000,000 or (Y) if the Initiating Holder does not hold at least 5% of the total Shares outstanding at the time such demand is made, and the aggregate gross offering price of such offering is at least $15,000,000; and (iii) the The Company shall be entitled to postpone for a reasonable time not exceeding 180 120 days at any one time, and not to exceed 360 days in any 720-day period, the filing of any registration statement under this Section 4.2 3 if, at the time it receives a request for a Demand Registration pursuant thereto, the Board of Directors of the Company shall determine in good faith that (A) such offering will interfere with a pending financing, merger, sale of assets, recapitalization or other similar corporation corporate action which the Company is actively pursuing and is material to the business of the Company Company; and (iv) A Registration Statement that does not become effective or (Bdoes not remain effective for the period specified in Section 4(b) the contemplated sale of Shares shall be deemed not to constitute a Registration Statement filed pursuant to this Section 3, provided that, if such registration statement would have Registration Statement does not become -------- effective or does not remain effective for such period solely by reason of the Initiating Holders' refusal to proceed, it shall be deemed to constitute a negative impact on Registration Statement filed pursuant to this Section 3, unless the market for the Common Stock.Initiating Holders shall have

Limitations on Registrations. The registration rights granted to Initiating Holders pursuant to this Section 4.2 6 are subject to the following limitations: (i) each selling Securityholder shall pay all sales commissions or other similar selling charges with respect to the Registrable Securities sold by such Securityholder pursuant to a Demand Registration. The Company shall pay all registration and filing fees, fees and expenses of compliance with federal and state securities laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel and accountants for the Company and fees and expenses of one counsel, selected by the Initiating Holders, for all selling Securityholders in connection with a Demand Registration, unless the applicable state securities laws require that stockholders whose securities are being registered pay their pro rata share of such fees, expenses and disbursements, in which case each Securityholder participating in the registration shall pay its pro rata share of all such fees, expenses and disbursements based on its pro rata share of the total number of shares being registered; (ii) the Initiating Holders shall determine the method of distribution of the Securities securities to be registered in a Demand Registration and if an underwritten offering, shall select the managing underwriter of such offering, except that if the Company elects to sell Registrable Securities for its own account in such underwritten offering, the lead managing underwriter shall be selected by the Initiating Holders subject to the approval of the Company, not to be unreasonably withheld, and the co-managing underwriter shall be selected by the Company with the approval of the Initiating Holders, not to be unreasonably withheld. If the offering is underwritten, the right of any Stockholder to registration pursuant to this Section 4.2 will be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting (unless otherwise agreed by the Initiating Holders), and each such Stockholder will (together with the Company and the other Stockholder distributing their Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If any Stockholder disapproves of the terms of the underwriting, such Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders; (ii) the Company shall not be obligated to file a registration statement under this Section 4.2 unless (X) (i) the total number of shares of Registrable Securities requested to be included in such offering by the Initiating Holders and all other securities holders who have requested to participate in such offering equals or exceeds 2.5% of the number of shares of Common Stock outstanding on a fully diluted basis or (ii) the aggregate gross offering price of such offering is at least $75,000,000 or (Y) if the Initiating Holder does not hold at least 5% of the total Shares outstanding at the time such demand is made, and the aggregate gross offering price of such offering is at least $15,000,000; and (iii) the Company shall be entitled to postpone for a reasonable time not exceeding 180 days at any one time, and not to exceed 360 days in any 720-day period, the filing of any registration statement under this Section 4.2 6 if, at the time it receives a request for a Demand Registration pursuant thereto, the Board shall determine in good faith that (A) such offering will interfere with a pending financing, merger, sale of assets, recapitalization or other similar corporation action which the Company is actively pursuing and is material to the business of the Company or if the Board otherwise determines that effecting a registration would have a material adverse effect on the Company, provided, that the Company may only postpone such registration under this sub-clause (Biii) one time in any 360-day period; and (iv) a registration statement that does not become effective or does not remain effective for the contemplated sale of Shares period specified in Section 7(b) shall be deemed not to constitute a registration statement filed pursuant to this Section 6, provided, that, if such registration statement would does not become effective or does not remain effective for such period solely by reason of the Initiating Holder’s refusal to proceed, it shall be deemed to constitute a registration statement filed pursuant to Section 6 unless the Initiating Holder shall have a negative impact on the market for the Common Stockelected to pay all expenses in connection with such registration as aforesaid.

Limitations on Registrations. The registration rights granted to Initiating Holders Holder pursuant to this Section 4.2 7 are subject to the following limitations: (i) Each selling Stockholder shall pay all sales commissions or other similar selling charges with respect to the Registrable Securities sold by such Stockholder pursuant to a Demand Registration. In connection with four Demand Registrations pursuant to this Section 7, the Company shall pay all registration and filing fees, fees and expenses of compliance with federal and state securities laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel and accountants for the Company and fees and expenses of one counsel, selected by the Initiating Holders Holder, for all selling Stockholders in connection with a Demand Registration, unless the applicable state securities laws require that stockholders whose securities are being registered pay their pro rata share of such fees, expenses and disbursements, in which case each Stockholder participating in the registration shall pay its pro rata share of all such fees, expenses and disbursements based on its pro rata share of the total number of shares being registered, PROVIDED that if a Demand Registration involves, pursuant to Section 6(c) hereof, a cutback of the number of Registrable Securities which may be sold such that the Initiating Holder is not permitted to register at least 50% of the Registrable Securities which it requests to register, then such Demand Registration shall not be deemed one of the Initiating Holder's Demand Registrations with respect to which expenses will be paid by the Company. In all other instances, the selling Stockholders shall pay all expenses of a Demand Registration; (ii) the Initiating Holder shall determine the method of distribution of the Securities securities to be registered in a Demand Registration and if an underwritten offering, shall select the managing underwriter of such offering, except that if the Company elects to sell Registrable Securities for its own account in such underwritten offering, the lead managing underwriter shall be selected by the Initiating Holders subject to the approval of the Company, not to be unreasonably withheld, and the co-managing underwriter shall be selected by the Company with the approval of the Initiating Holders, not to be unreasonably withheld. If the offering is underwritten, the right of any Stockholder to registration pursuant to this Section 4.2 will be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting (unless otherwise agreed by the Initiating Holders), and each such Stockholder will (together with the Company and the other Stockholder distributing their Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If any Stockholder disapproves of the terms of the underwriting, such Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders; (iiiii) the Company shall not be obligated to file a registration statement under this Section 4.2 7 unless (X) (i) the total number of shares of Registrable Securities requested to be included in such offering by the Initiating Holders and all other securities holders who have requested to participate in such offering Holder equals or exceeds 2.55% of the number of shares of Common Stock outstanding on a fully diluted basis or (ii) the aggregate gross offering price of such offering is at least $75,000,000 or (Y) if the Initiating Holder does not hold at least 5% of the total Shares outstanding at the time such demand is made, and the aggregate gross offering price of such offering is at least $15,000,000; andbasis; (iiiiv) the Company shall be entitled to postpone for a reasonable time not exceeding 180 90 days at any one time, and not to exceed 360 days in any 720-day period, the filing of any registration statement under this Section 4.2 7 if, at the time it receives a request for a Demand Registration pursuant thereto, the Board shall determine in good faith that (A) such offering will interfere with a pending financing, merger, sale of assets, recapitalization or other similar corporation action which the Company is actively pursuing and is material to the business of the Company Company; and (v) a registration statement that does not become effective or (Bdoes not remain effective for the period specified in Section 8(b) the contemplated sale of Shares shall be deemed not to constitute a registration statement filed pursuant to this Section 7, PROVIDED that, if such registration statement would does not become effective or does not remain effective for such period solely by reason of the Initiating Holder's refusal to proceed, it shall be deemed to constitute a registration statement filed pursuant to Section 7 unless the Initiating Holder shall have a negative impact on the market for the Common Stockelected to pay all expenses in connection with such registration as aforesaid.

Limitations on Registrations. The registration rights granted to Initiating Holders pursuant to this Section 4.2 7 are subject to the following limitations: (i) Each selling Stockholder shall pay all sales commissions or other similar selling charges with respect to the Registrable Securities sold by such Stockholder pursuant to a Demand Registration. In connection with four Demand Registrations pursuant to this Section 7, the Company shall pay all registration and filing fees, fees and expenses of compliance with federal and state securities laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel and accountants for the Company and fees and expenses of one counsel, selected by the Initiating Holders, for all selling Stockholders in connection with a Demand Registration, unless the applicable state securities laws require that stockholders whose securities are being registered pay their pro rata share of such fees, expenses and disbursements, in which case each Stockholder participating in the registration shall pay its pro rata share of all such fees, expenses and disbursements based on its pro rata share of the total number of shares being registered, PROVIDED that if a Demand Registration involves, pursuant to Section 6(c) hereof, a cutback of the number of Registrable Securities which may be sold such that the Initiating Holders are not permitted to register at least 50% of the Registrable Securities which they request to register, then such Demand Registration shall not be deemed one of the Initiating Holders' Demand Registrations with respect to which expenses will be paid by the Company. In all other instances, the selling Stockholders shall pay all expenses of a Demand Registration; (ii) the Initiating Holders shall determine the method of distribution of the Securities securities to be registered in a Demand Registration and if an underwritten offering, shall select the managing underwriter of such offering, except that if the Company elects to sell Registrable Securities for its own account in such underwritten offering, the lead managing underwriter shall be selected by the Initiating Holders subject to the approval of the Company, not to be unreasonably withheld, and the co-managing underwriter shall be selected by the Company with the approval of the Initiating Holders, not to be unreasonably withheld. If the offering is underwritten, the right of any Stockholder to registration pursuant to this Section 4.2 will be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting (unless otherwise agreed by the Initiating Holders), and each such Stockholder will (together with the Company and the other Stockholder distributing their Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If any Stockholder disapproves of the terms of the underwriting, such Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders; (iiiii) the Company shall not be obligated to file a registration statement under this Section 4.2 7 unless (X) (i) the total number of shares of Registrable Securities requested to be included in such offering by the Initiating Holders and all other securities holders who have requested to participate in such offering equals or exceeds 2.55% of the number of shares of Common Stock outstanding on a fully diluted basis or (ii) the aggregate gross offering price of such offering is at least $75,000,000 or (Y) if the Initiating Holder does not hold at least 5% of the total Shares outstanding at the time such demand is made, and the aggregate gross offering price of such offering is at least $15,000,000; andbasis; (iiiiv) the Company shall be entitled to postpone for a reasonable time not exceeding 180 90 days at any one time, and not to exceed 360 days in any 720-day period, the filing of any registration statement under this Section 4.2 7 if, at the time it receives a request for a Demand Registration pursuant thereto, the Board shall determine in good faith that (A) such offering will interfere with a pending financing, merger, sale of assets, recapitalization or other similar corporation action which the Company is actively pursuing and is material to the business of the Company Company; and (v) a registration statement that does not become effective or (Bdoes not remain effective for the period specified in Section 8(b) the contemplated sale of Shares shall be deemed not to constitute a registration statement filed pursuant to this Section 7, PROVIDED that, if such registration statement would does not become effective or does not remain effective for such period solely by reason of the Initiating Holders' refusal to proceed, it shall be deemed to constitute a registration statement filed pursuant to Section 7 unless the Initiating Holders shall have a negative impact on the market for the Common Stockelected to pay all expenses in connection with such registration as aforesaid.

Limitations on Registrations. The registration rights granted of Holders of Registrable Securities to Initiating Holders request Demand Registrations pursuant to this Section 4.2 2.1(a) are subject to the following limitations: : (i) in no event shall the Initiating Holders shall determine the method of distribution of the Securities Company be required to be registered in effect a Demand Registration and if an underwritten offering, shall select until after the managing underwriter earlier of such offering, except that if (A) twelve months after the Company elects to sell Registrable Securities for its own account in such underwritten offering, the lead managing underwriter shall be selected by the Initiating Holders subject to the approval of the Company, not to be unreasonably withheldconsummates an Initial Public Offering, and (B) the co-managing underwriter shall be selected by the Company with the approval fourth anniversary of the Initiating Holdersthis Agreement, not to be unreasonably withheld. If the offering is underwritten, the right of any Stockholder to registration pursuant to this Section 4.2 will be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting (unless otherwise agreed by the Initiating Holders), and each such Stockholder will (together with the Company and the other Stockholder distributing their Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If any Stockholder disapproves of the terms of the underwriting, such Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders; (ii) that in no event shall the Company be required to pay Registration Expenses of more than two Demand Registrations per year, as long as the second Demand Registration is at least twelve months after the first Demand Registration; provided, however, that such number shall be increased to the extent the Company (x) does not include in what would otherwise be obligated the final registration for which the Company is required to file a registration statement under this Section 4.2 unless (X) (i) pay Registration Expenses the total number of shares of Registrable Securities requested to be registered by the Holders by reason of Section 2.1(b) or (y) terminates a Shelf Registration pursuant to Section 2.3 prior to the time that all Registrable Securities covered by such Shelf Registration have been sold; provided, further, that after either (a) the consummation of the first Demand Registration, or (b) the first anniversary of the date on which the Company consummates an Initial Public Offering and in either case if the Company is a registrant entitled to use Form S-3 or any successor form thereto to register the Registrable Securities, then each of the aforementioned Demand Registrations shall be on such Form S-3; and provided, further' that the Registration Expenses in connection with each other Demand Registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such offering by registration, on the Initiating Holders and all other securities holders who have requested to participate in such offering equals or exceeds 2.5% basis of the number of shares of Common Stock outstanding on a fully diluted basis or (ii) the aggregate gross offering price of such offering is at least $75,000,000 or (Y) if the Initiating Holder does not hold at least 5% respective amounts of the total Shares outstanding at the time such demand is madesecurities then being registered on their behalf, and the aggregate gross offering price of such offering is at least $15,000,000; and (iii) that no Request may be made after the Company shall be entitled receipt by the Holders of an Incidental Registration Notice; provided, however, that the Incidental Registration Statement related to postpone for a reasonable time not exceeding 180 such Incidental Registration Notice is declared effective within 90 days at any one time, and not to exceed 360 days in any 720-day period, the filing of any registration statement under this Section 4.2 if, at the time it receives a request for a Demand Registration pursuant thereto, the Board shall determine in good faith that (A) such offering will interfere with a pending financing, merger, sale of assets, recapitalization or other similar corporation action which the Company is actively pursuing and is material to the business of the Company or (B) the contemplated sale Holders receipt of Shares pursuant to such registration statement would have a negative impact on the market for the Common StockIncidental Registration Notice.

Limitations on Registrations. The registration rights granted to Initiating Holders pursuant to this Section 4.2 7 are subject to the following limitations: (i) Each selling Stockholder shall pay all sales commissions or other similar selling charges with respect to the Registrable Securities sold by such Stockholder pursuant to a Demand Registration. In connection with four Demand Registrations pursuant to this Section 7, the Company shall pay all registration and filing fees, fees and expenses of compliance with federal and state securities laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel and accountants for the Company and fees and expenses of one counsel, selected by the Initiating Holders, for all selling Stockholders in connection with a Demand Registration, unless the applicable state securities laws require that stockholders whose securities are being registered pay their pro rata share of such fees, expenses and disbursements, in which case each Stockholder participating in the registration shall pay its pro rata share of all such fees, expenses and disbursements based on its pro rata share of the total number of shares being registered, provided that if a Demand Registration involves, pursuant to Section 6(c) hereof, a cutback of the number of Registrable Securities which may be sold such that the Initiating Holders are not permitted to register at least 50% of the Registrable Securities which they request to register, then such Demand Registration shall not be deemed one of the Initiating Holders’ Demand Registrations with respect to which expenses will be paid by the Company. In all other instances, the selling Stockholders shall pay all expenses of a Demand Registration; (ii) the Initiating Holders shall determine the method of distribution of the Securities securities to be registered in a Demand Registration and if an underwritten offering, shall select the managing underwriter of such offering, except that if the Company elects to sell Registrable Securities for its own account in such underwritten offering, the lead managing underwriter shall be selected by the Initiating Holders subject to the approval of the Company, not to be unreasonably withheld, and the co-managing underwriter shall be selected by the Company with the approval of the Initiating Holders, not to be unreasonably withheld. If the offering is underwritten, the right of any Stockholder to registration pursuant to this Section 4.2 will be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting (unless otherwise agreed by the Initiating Holders), and each such Stockholder will (together with the Company and the other Stockholder distributing their Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If any Stockholder disapproves of the terms of the underwriting, such Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders; (iiiii) the Company shall not be obligated to file a registration statement under this Section 4.2 7 unless (X) (i) the total number of shares of Registrable Securities requested to be included in such offering by the Initiating Holders and all other securities holders who have requested to participate in such offering equals or exceeds 2.55% of the number of shares of Common Stock outstanding on a fully diluted basis or (ii) the aggregate gross offering price of such offering is at least $75,000,000 or (Y) if the Initiating Holder does not hold at least 5% of the total Shares outstanding at the time such demand is made, and the aggregate gross offering price of such offering is at least $15,000,000; andbasis; (iiiiv) the Company shall be entitled to postpone for a reasonable time not exceeding 180 90 days at any one time, and not to exceed 360 days in any 720-day period, the filing of any registration statement under this Section 4.2 7 if, at the time it receives a request for a Demand Registration pursuant thereto, the Board shall determine in good faith that (A) such offering will interfere with a pending financing, merger, sale of assets, recapitalization or other similar corporation action which the Company is actively pursuing and is material to the business of the Company Company; and (v) a registration statement that does not become effective or (Bdoes not remain effective for the period specified in Section 8(b) the contemplated sale of Shares shall be deemed not to constitute a registration statement filed pursuant to this Section 7, provided that, if such registration statement would does not become effective or does not remain effective for such period solely by reason of the Initiating Holders’ refusal to proceed, it shall be deemed to constitute a registration statement filed pursuant to Section 7 unless the Initiating Holders shall have a negative impact on the market for the Common Stockelected to pay all expenses in connection with such registration as aforesaid.

Limitations on Registrations. The registration rights granted to Initiating Holders pursuant to this Section 4.2 are subject to Notwithstanding the following limitations: (i) the Initiating Holders shall determine the method of distribution of the Securities to be registered in a Demand Registration and if an underwritten offeringforegoing, shall select the managing underwriter of such offering, except that if the Company elects to sell Registrable Securities for its own account in such underwritten offering, the lead managing underwriter shall be selected by the Initiating Holders subject to the approval of the Company, not to be unreasonably withheld, and the co-managing underwriter shall be selected by the Company with the approval of the Initiating Holders, not to be unreasonably withheld. If the offering is underwritten, the right of any Stockholder to registration pursuant to this Section 4.2 will be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting (unless otherwise agreed by the Initiating Holders), and each such Stockholder will (together with the Company and the other Stockholder distributing their Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. If any Stockholder disapproves of the terms of the underwriting, such Stockholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders; (ii) the Company shall not be obligated to file a registration statement under take any action pursuant to this Section 4.2 unless (X) 6.3: (i) in any particular jurisdiction in which the total number Company would be required to execute a general consent to service of shares process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if the Company, within ten (10) days after such receipt gives notice of its bona fide intention to effect the filing of a Registration Statement with the Commission within sixty (60) days of receipt of such request (other than with respect to a Registration Statement relating to a Rule 145 transaction, an offering solely to employees or any other Registration which is not appropriate for the Registration of Registrable Securities) and the Company shall promptly notify the initiating Holders in the event it abandons its intention to effect such Registration Statement; (iii) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date three (3) months immediately following, the effective date of any Registration Statement pertaining to securities of the Company (other than a Registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such Registration Statement to become effective; (iv) after the Company has effected two (2) Registrations pursuant to Section 6.1 and four (4) Registrations pursuant to Section 6.2, respectively, and such Registrations have been declared or ordered effective, provided that all Registrable Securities requested to be included in each such offering by Registration were in fact included in the Initiating Holders and all other securities holders who have requested to participate in such offering equals or exceeds 2.5% of the number of shares of Common Stock outstanding on a fully diluted basis Registration; or (ii) the aggregate gross offering price of such offering is at least $75,000,000 or (Yv) if the Initiating Company shall furnish to such Holder does not hold at least 5% a certificate signed by the President of the total Shares outstanding at Company stating that in the time good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders as a whole for Registration Statements to be filed in the near future, then the Company's obligation to use its best efforts to file a Registration Statement shall be deferred for a period not to exceed one hundred twenty (120) days from the receipt of the request to file such demand is madeRegistration by such Holder, and the aggregate gross offering price of such offering is at least $15,000,000; and (iii) provided, however, that the Company shall be entitled to postpone for a reasonable time not exceeding 180 days at any one time, and not to exceed 360 days utilize this right more than once in any 720-day twelve (12) month period, the filing of any registration statement under this Section 4.2 if, at the time it receives a request for a Demand Registration pursuant thereto, the Board shall determine in good faith that (A) such offering will interfere with a pending financing, merger, sale of assets, recapitalization or other similar corporation action which the Company is actively pursuing and is material to the business of the Company or (B) the contemplated sale of Shares pursuant to such registration statement would have a negative impact on the market for the Common Stock.