Common use of Piggy-Back Clause in Contracts

Piggy-Back. Registration. The Holder shall have the right to include the Registrable Securities as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder.

Piggy-Back. RegistrationRegistrations. The Holder shall have the right to include the Registrable Securities as part of --------------------------- (a) If at any registration of securities filed by time the Company (other than shall determine to register any of its Common Stock under the Securities Act, whether in connection with a transaction contemplated public offering by the Company, a public offering by shareholders, or both, including, without limitation, by means of any shelf registration pursuant to Rule 145(a) promulgated 415 under the Securities Act or pursuant any similar rule or regulation, but other than a registration to Form S-8) implement an employee benefit or dividend reinvestment plan, the Company shall promptly give written notice thereof to the Purchaser who shall be a registered holder of Registrable Securities and must be notified in writing shall use its reasonable efforts to effect the registration under the Securities Act of such filingRegistrable Securities as may be requested in a writing delivered to the Company within 30 days after such notice by the Purchaser as well as to include such Registrable Securities in any notifications, registrations or qualifications under any state securities laws which shall be made or obtained with respect to the securities being registered by the Company; provided, however, that (a) any distribution of -------- ------- Registrable Securities pursu-ant to such registration shall be managed by the Holder agrees it investment banking firm, if any, managing the distribution of the securities being offered by the Company on the same terms as all other securities to be registered, and (b) the Company shall not have any piggy-back registration rights pursuant to be required under this Section 3 to include Registrable Securities in any registration of securities if the Company shall have been advised by the investment banking firm managing the offering of the securities proposed to be registered by the Company or others that the inclusion of Registrable Securities may be sold in such offering would substantially interfere with the United States pursuant to the provisions orderly sale of Rule 144. The Holder shall have five (5) business days to notify such securities which the Company in writing as or others propose to whether the Company is to include the Holder or not include the Holder as part of the registrationregister; provided, however, that if in making any determination under this subparagraph (b) as to the inclusion of the Registrable Securities in any such offering, Registrable Securities shall be registered on a pro-rata basis with any other securities as to which the Company has granted or may in the future grant registration rights. All expenses of any registration and offering of Registrable Securities pursuant to this Section shall be underwritten3 (including, in whole or in partwithout limitation, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms registration fees and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment fees and disbursements of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable SecuritiesCompany's counsel) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid borne by the Company, exclusive except that the Company shall not bear underwrit-ing discounts or commissions attributable to Registrable Securities, the fees of underwriting discountsany separate counsel for the holders of Registrable Securities or related transfer taxes. (b) In the event the Company does not register the Registrable Securities as provided in 3-(a) above and/or through a Registration Statement covering the Registrable Securities by December 1, commissions and legal fees and expenses for counsel 1999, then the Company agrees that the holders of the Registrable Securities shall be entitled to receive an amount equal to 10% of the amount originally paid to acquire the Registrable Securities in connection with the Purchase Agreement among the parties (the "Penalty"). The holders of the Registrable Securities shall be entitled to receive the Penalty on each monthly anniversary thereafter until the Registrable Securities have been registered. The Penalty may be paid in cash and/or common stock, at the sole option of the Company. If the Penalty is paid in common stock, then the price used to determine the amount of shares shall be based on the average trading price of Penn Octane Corporation common stock on the first trading day subsequent to the Holderincurrence of the Penalty. In the event that the Company elects to pay the Penalty through shares of common stock of the Company, then such shares shall be included as Registrable Securities as provided for herein.

Piggy-Back. RegistrationRegistrations. The Holder shall have the right to include the Registrable Securities as part of --------------------------- (a) If at any registration of securities filed by time the Company (other than shall determine to register any of its Common Stock under the Securities Act, whether in connection with a transaction contemplated public offering by the Company, a public offering by shareholders, or both, including, without limitation, by means of any shelf registration pursuant to Rule 145(a) promulgated 415 under the Securities Act or pursuant any similar rule or regulation, but other than a registration to Form S-8) implement an employee benefit or dividend reinvestment plan, the Company shall promptly give written notice thereof to the Purchaser who shall be a registered holder of Registrable Securities and must be notified in writing shall use its reasonable efforts to effect the registration under the Securities Act of such filingRegistrable Securities as may be requested in a writing delivered to the Company within 30 days after such notice by the Purchaser as well as to include such Registrable Securities in any notifications, registrations or qualifications under any state securities laws which shall be made or obtained with respect to the securities being registered by the Company; provided, however, that (a) any distribution of -------- ------- Registrable Securities pursu-ant to such registration shall be managed by the Holder agrees it investment banking firm, if any, managing the distribution of the securities being offered by the Company on the same terms as all other securities to be registered, and (b) the Company shall not have any piggy-back registration rights pursuant to be required under this Section 3 to include Registrable Securities in any registration of securities if the Company shall have been advised by the investment banking firm managing the offering of the securities proposed to be registered by the Company or others that the inclusion of Registrable Securities may be sold in such offering would substantially interfere with the United States pursuant to the provisions orderly sale of Rule 144. The Holder shall have five (5) business days to notify such securities which the Company in writing as or others propose to whether the Company is to include the Holder or not include the Holder as part of the registrationregister; provided, however, that if in making any determination under this subparagraph (b) as to the inclusion of the Registrable Securities in any such offering, Registrable Securities shall be registered on a pro-rata basis with any other securities as to which the Company has granted or may in the future grant registration rights. All expenses of any registration and offering of Registrable Securities pursuant to this Section shall be underwritten3 (including, in whole or in partwithout limitation, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms registration fees and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment fees and disbursements of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable SecuritiesCompany's counsel) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid borne by the Company, exclusive except that the Company shall not bear underwrit-ing discounts or commissions attributable to Registrable Securities, the fees of underwriting discountsany separate counsel for the holders of Registrable Securities or related transfer taxes. (b) In the event the Company does not participate in Piggy-Back registration, commissions and legal fees and expenses for counsel to the Holderall Registrable Securities will be registered by January 31, 2000.

Piggy-Back. RegistrationREGISTRATIONS. The Holder If at any time the Company shall have determine to register for its own account or the account of others under the Securities Act (including pursuant to the Qualified Public Offering, the Initial Public Offering or a demand for registration of any stockholder of the Company other than the Purchasers) any of its equity securities, other than on Form S-8 or Form S-4 or their then equivalents or otherwise relating to shares of Common Stock to be issued solely in connection with any acquisition of any entity or business or shares of Common Stock issuable in connection with stock option or other employee benefit plans, it shall send to each holder of Registrable Shares, including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within ten (10) business days after receipt of such notice, such holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities as part of any registration of securities filed by the Company (other than Shares such holder requests to be registered. If, in connection with any offering involving an underwriting, the managing underwriter shall impose a transaction contemplated by Rule 145(a) promulgated under limitation on the Act or pursuant to Form S-8) and must be notified in writing number of shares of such filingCommon Stock which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion pursuant hereto as may reasonably be determined by the managing underwriters; provided, however, that as between the Holder agrees it Company, other stockholders holding contractual registration rights, and the holders of Registrable Shares, in no event shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may Shares included in such offering be sold limited to less than twenty-five percent (25%) of the aggregate shares offered. Any inclusion of Registrable Shares in the United States pursuant to offering, when the provisions managing underwriter has so limited the number of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, Registrable Shares that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on offering, shall be allocated pro rata among the same terms holders of Registrable Shares (or their permitted assigns) seeking to include such shares and conditions as the securities otherwise being sold through holders of other registration rights seeking to include their shares, in proportion to the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should Shares (whether or not such shares are sought to be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then ) held by all selling stockholders desiring to participate in such offeringpersons. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the No incidental right to terminate or withdraw any registration initiated by it under this Section prior 5.01 shall be construed to the effectiveness limit any registration required under Section 5.02. The obligations of such registration. All registration expenses incurred by the Company in complying with under this Section 5.01 may be waived at any time upon the written consent of holders of sixty percent (60%) in interest of the Registrable Shares who are participating in the offering and shall be paid by expire on the Companyseventh anniversary following the consummation of an Initial Public Offering or, exclusive of underwriting discountsif earlier, commissions and legal fees and expenses for counsel to the Holder.as set forth in Section

Piggy-Back. Registration. The If the Company proposes to register any of its capital stock under the 1933 Act in connection with the public offering of such securities for its own account or for the account of its security Holders, other than Holders of Registrable Shares pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration relating solely to the sale of securities to participants in the Company's stock plans or employee benefit plans or (ii) a registration relating solely to an transaction for which Form S-4 may be used, then: (a) the Company shall give written notice of such determination to each Holder of Registrable Shares, and each such Holder shall have the right to include request, by written notice given to the Registrable Securities as part Company within fifteen (15) days of any registration of securities filed the date that such written notice was mailed by the Company to such Holder, that a specific number of Registrable Shares held by such Holder be included in the Piggy-Back Registration Statement (and related underwritten offering, if any); (b) If the Piggy-Back Registration Statement relates to an underwritten offering, the notice given to each Holder shall specify the name or names of the managing underwriter or underwriters for such offering. In addition, such notice shall also specify the number of securities to be registered for the account of the Company and for the account of its shareholders (other than the Holders of Registrable Shares), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Shares to be included therein must agree (i) to sell such Holder's Registrable Shares on the same basis as provided in connection with a transaction contemplated the underwriting arrangement approved by Rule 145(athe Company, and (ii) promulgated to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, underwriting agreements and other documents required under the Act terms of such underwriting arrangements or pursuant to Form S-8by the SEC or by any state securities regulatory body; (d) and must be notified If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines in writing that inclusion of all or any portion of the Registrable Shares in such filing; providedoffering would materially and adversely affect the ability of the underwriters for such offering to sell all of the securities requested to be included for sale in such offering, howeverthe aggregate number of Registrable Shares that may be sold by the Holders shall be limited to such number of Registrable Shares, if any, that the Holder agrees it managing underwriter or underwriters determine may be included therein without such adverse effect, as provided below. If the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall not be included in the offering, first, up to the maximum number of securities to be sold by the Company for its own account, and, second, the balance, if any, of the Registrable Shares requested to be included therein by the Holders; (e) Holders of Registrable Shares shall have any the right to withdraw their Registrable Shares from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Shares; (f) The Holders will advise the Company at the time a registration becomes effective whether the Registrable Shares included in the registration will be underwritten or sold directly by the Holders; (g) All demand and piggy-back registration rights pursuant to this Section if of the Holders shall terminate when all of the Registrable Securities Shares then outstanding may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder144(k).

Piggy-Back. Registration. The Holder If the Company at any time -------------------------- proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X- 0 or another form not available for registering the Restricted Shares for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Shares of its intention so to do. Upon the written request of any such holder, received by the Company within 20 days after the giving of any such notice by the Company, to register any of its Restricted Shares, the Company will, subject as provided below, cause the Restricted Shares as to which registration shall have been so requested to be included in the right securities to include be covered by the Registrable Securities as part of any registration of securities statement proposed to be filed by the Company (Company, all to the extent requisite to permit the sale or other than in connection with a transaction contemplated disposition by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing holder of such filing; provided, however, Restricted Shares so registered. In the event that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section 4.01 shall be underwrittenbe, in whole or in part, an underwritten public offering of Common Stock, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should Restricted Shares to be included in such offering, or no such shares should an underwriting may be included, reduced (pro rata among the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that requesting holders based upon the number of shares Restricted Shares owned by such holders) if and to the extent that the managing underwriter shall be of selling stockholders permitted the opinion that such inclusion would adversely affect the marketing of the securities to be registered sold by the underwriter Company therein; provided, however, that such -------- ------- number of Restricted Shares shall not be reduced if any shares are to be included in such offering bears to underwriting for the total number account of all shares then held by all selling stockholders desiring to participate in such offeringany person other than the Company or requesting holders of Restricted Shares. Those Registrable Securities which are excluded from an underwritten offering pursuant to Notwithstanding the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from provisions, the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter Company may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it statement referred to in this Section 4.01 without thereby incurring any liability to the holders of Restricted Shares. There shall be no limit to the number of registrations of Restricted Shares which may be effected under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder4.01.

Piggy-Back. RegistrationRegistrations. The Holder shall have the right to include the Registrable Securities as part of --------------------------- (a) If at any registration of securities filed by time the Company (other than shall determine to register any of its Common Stock under the Securities Act, whether in connection with a transaction contemplated public offering by the Company, a public offering by shareholders, or both, including, without limitation, by means of any shelf registration pursuant to Rule 145(a) promulgated 415 under the Securities Act or pursuant any similar rule or regulation, but other than a registration to Form S-8) implement an employee benefit or dividend reinvestment plan, the Company shall promptly give written notice thereof to the Purchaser who shall be a registered holder of Registrable Securities and must be notified in writing shall use its reasonable efforts to effect the registration under the Securities Act of such filingRegistrable Securities as may be requested in a writing delivered to the Company within 30 days after such notice by the Purchaser as well as to include such Registrable Securities in any notifications, registrations or qualifications under any state securities laws which shall be made or obtained with respect to the securities being registered by the Company; provided, however, that (a) any distribution of -------- ------- Registrable Securities pursu-ant to such registration shall be managed by the Holder agrees it investment banking firm, if any, managing the distribution of the securities being offered by the Company on the same terms as all other securities to be registered, and (b) the Company shall not have any piggy-back registration rights pursuant to be required under this Section 3 to include Registrable Securities in any registration of securities if the Company shall have been advised by the investment banking firm managing the offering of the securities proposed to be registered by the Company or others that the inclusion of Registrable Securities may be sold in such offering would substantially interfere with the United States pursuant to the provisions orderly sale of Rule 144. The Holder shall have five (5) business days to notify such securities which the Company in writing as or others propose to whether the Company is to include the Holder or not include the Holder as part of the registrationregister; provided, however, that if in making any determination under this subparagraph (b) as to the inclusion of the Registrable Securities in any such offering, Registrable Securities shall be registered on a pro-rata basis with any other securities as to which the Company has granted or may in the future grant registration rights. All expenses of any registration and offering of Registrable Securities pursuant to this Section shall be underwritten3 (including, in whole or in partwithout limitation, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms registration fees and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment fees and disbursements of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable SecuritiesCompany's counsel) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid borne by the Company, exclusive except that the Company shall not bear underwrit-ing discounts or commissions attributable to Registrable Securities, the fees of underwriting discountsany separate counsel for the holders of Registrable Securities or related transfer taxes. (b) In the event the Company does not participate in Piggy-Back registration, commissions and legal fees and expenses for counsel to the Holderall Registrable Securities will be registered by September 19, 1999.

Piggy-Back. RegistrationRegistrations. The Holder If at any time after the Distribution, ADA-ES shall have determine to register for its own account or the right to include account of others under the Registrable Securities as part of any registration of securities filed by the Company Act (other than a registration demanded by Arch Coal pursuant to Section 3.02 hereof) any of its equity securities, other than on Form S-4 or Form S-8 or their then equivalents or otherwise relating to shares of Common Stock to be issued in connection with a transaction contemplated by Rule 145(a) promulgated under the Act any acquisition of any entity or pursuant business or shares of Common Stock issuable in connection with stock option or other employee benefit plans, it shall send to Form S-8) and must be notified in writing Arch Coal written notice of such filing; provideddetermination and, however, that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five within ten (510) business days to notify the Company after receipt of such notice, Arch Coal shall so request in writing as to whether the Company is writing, ADA-ES shall use its best efforts to include the Holder in such registration statement all or not include the Holder as any part of the registration; provided, however, that if any registration pursuant Shares then held by Arch Coal ("Registrable Shares") and which Arch Coal requests to this Section shall be underwrittenregistered. If, in whole or in partconnection with any offering involving an underwriting, the Company managing underwriter shall impose a limitation on the number of shares of Common Stock which may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If registration statement because, in the good faith judgment its judgment, such limitation is necessary to effect an orderly public distribution, then ADA-ES shall be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which Arch Coal has requested inclusion pursuant hereto as may reasonably be determined by the managing underwriters; provided, that inclusion of any of Arch Coal's Registrable Shares shall be subordinate to the currently existing "piggyback" registration rights granted by ADA-ES. Any inclusion of Registrable Shares in an offering, when the managing underwriter evidenced in writing of such offering only a has so limited the number of Registrable Securities should shares that may be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited allocated as follows: first, pro rata among the holders of registration rights granted by ADA-ES prior to registering such the date hereof seeking to include their shares, in proportion of their respective shares as shall equal the proportion that to the number of shares of selling stockholders permitted Common Stock (whether or not such shares are sought to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate included in such offering) held by such persons; and thereafter, to Arch Coal. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company ADA-ES shall have the right to terminate or withdraw any registration initiated by it under pursuant to this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder3.01.

Piggy-Back. RegistrationRights. The If, after the Initial Closing (as defined in the Purchase Agreement) of the Purchase Agreement, the Company proposes to register any shares of Common Stock under the Securities Act on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect) for purposes of a Public Offering by the Company or any registration statement filed by the Company for any other holder of Common Stock holding registration rights with respect to such Common Stock (such other selling stockholders are referred to herein as "Other Stockholders"), the Company shall give written notice of such proposal at least thirty (30) days before the anticipated filing date, which notice shall include the intended method of distribution of such shares of Common Stock to each Holder. Such notice shall specify at a minimum the number of shares of Common Stock proposed to be registered, the proposed filing date of such registration statement, any proposed means of distribution of such shares of Common Stock and the proposed managing underwriter, if any. Subject to Section 2.3, upon the written request of a Holder, given within fifteen (15) days after the transmittal of any such written notice by facsimile confirmed by mail (which request shall specify the Registrable Securities intended to be disposed of by a Holder), the Company will use its best efforts to include in the registration statement with respect to such Public Offering the number of the Registrable Securities referred to in such Holder's request; provided that any participation in such Public Offering by such Holder shall be on substantially the same terms as those applicable to the participation therein by the Company or Other Stockholders; and provided, further, that the number of Registrable Securities to be included in any such Public Offering shall not exceed the Maximum Number. Any such Holder shall have the right to withdraw a request to include the Registrable Securities as part of in any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights Public Offering pursuant to this Section if the Registrable Securities may be sold in the United States pursuant 2.2 by giving written notice to the provisions Company of Rule 144. The Holder shall have its election to withdraw such request at least five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness proposed effective date of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holderstatement.

Piggy-Back. RegistrationRegistrations. The Holder If at any time the Company shall propose -------------------------- to register under the Securities Act (other than pursuant to Section 3 and 4 of this Agreement) any of its securities, whether for its own account or for the account of other security holders, each such time it will promptly give written notice to all holders of Registrable Shares of its intention so to do. Upon the written request of any such holder, received by the Company within thirty (30) days after the giving of any such notice by the Company, to register any or all of its Registrable Shares, the Company will use its best efforts to cause the Registrable Shares as to which registration shall have been so requested to be included in the right securities to include be covered by the Registrable Securities as part of any registration of securities statement proposed to be filed by the Company Company, all to the extent requisite to permit the sale or other disposition by the holder (other than in connection accordance with a transaction contemplated by Rule 145(aits written request) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; providedRegistrable Shares so registered. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, however, that the Holder agrees it Company shall not have any piggy-back registration rights so advise the holders of Registrable Shares as a part of the written notice given pursuant to this Section if 2. In such event the right of any holder of Registrable Securities may be sold in the United States pursuant Shares to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section 2 shall be conditioned upon such holder's participation in such underwriting to the extent provided herein. All holders of Registrable Shares proposing to distribute their securities through such underwriting shall (together with the shares of Common Stock to be registered by the Company and shares of Common tock held by Persons who by virtue of agreements with the Company are entitled to include shares in such registration (the "Other Shareholders")) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. If any holder of Registrable Shares disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. Notwithstanding any other provision of this Section 2, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, in whole or in part, the Company underwriter may require that exclude from such registration and underwriting all of the Registrable Securities requested for inclusion Shares which would otherwise be underwritten pursuant to this Section be included in the underwriting 2. The Company shall so advise all holders of securities requesting registration of any limitations on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should shares to be included in such offering, or no such shares should be included, the holder, underwritten and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted securities that are entitled to be registered by included in the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to registrationNotwithstanding the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from provisions, the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter Company may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under statement referred to in this Section prior 2 without thereby incurring any liability to the effectiveness holders of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the HolderRegistrable Shares.

Piggy-Back. RegistrationRegistrations. The Holder If at any time the Company shall have determine to register under the Securities Act (including pursuant to a demand of any stockholder of the Company exercising registration rights) any of its Securities, other than on Form S-8 or Form S-4 or their then equivalents, it shall send to each holder of Registrable Shares, including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within 20 days after receipt of such notice, such holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities as part of any registration of securities filed by the Company (other than Shares such holder requests to be registered therein, except that if, in connection with a transaction contemplated any offering involving an underwriting of Common Stock to be issued by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in partCompany, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting managing underwriter shall impose a limitation on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental ("piggy back") right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be registered included therein by (i) any director, officer or employee of the underwriter Company or any subsidiary, (ii) any holder thereof not having any such contractual, incidental registration rights, and (iii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the holders of Registrable Shares, then the Company shall be obligated to include in such offering bears registration statement only such limited portion (which may be none) of the Registrable Shares with respect to the total number of all shares then held by all selling stockholders desiring to participate in which such offeringholder has requested inclusion hereunder. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the No incidental right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section 2 shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel construed to the Holderlimit any registration required under Section 3.

Piggy-Back. Registration. The ------------------------ (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a stock plan, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration on Form S-4 (or any successor form) relating solely to a transaction pursuant to the SEC's Rule 145), the Company shall, at such time, promptly give each Holder shall have written notice of such registration. Upon the right written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 4.2, the Company shall, subject to include the provisions of Section 2.3(b), cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be registered. (b) In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this Section 2.3 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as part agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of any registration the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities filed by the Company to be sold (other than by the Company) that the underwriters determine in connection their sole discretion is compatible with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant success of the offering, then the Company shall be required to Form S-8) and must be notified include in writing the offering only that number of such filingsecurities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering; provided, however, there shall first be excluded -------- ------- from such registration statement all shares of Common Stock sought to be included therein by (i) any director, consultant, officer, or employee of the Company or any subsidiary, and (ii) stockholders exercising any contractual or incidental registration rights subordinate and junior to the rights of the Holders of Registrable Securities. If after such shares are excluded, the underwriters shall determine in their sole discretion that the Holder agrees it shall not have any piggy-back registration rights pursuant number of securities which remain to this Section if be included in the offering exceeds the amount of securities to be sold that the underwriters determine is compatible with the success of the offering, then the Registrable Securities may to be sold included, if any, shall be apportioned pro rata among the Holders providing notice of their desire to participate in the United States pursuant offering according to the provisions total amount of Rule 144. The Holder shall have five (5) business days securities entitled to notify the Company in writing as to whether the Company is to include the be included therein owned by each selling Holder or not include the Holder in such other proportions as part of the registrationshall mutually be agreed to by such Holders; provided, however, that if -------- ------- there shall first be excluded from such registration statement all shares of Common Stock sought to be included therein which are issued or issuable upon conversion of the Series D Stock; provided, further there shall next be excluded -------- ------- from such registration all shares of Common Stock sought to be included therein which are issued or issuable upon conversion of the Series C Stock; and provided, further, only after all shares of Common Stock issued or issuable upon -------- ------- conversion of the Series C Stock and Series D Stock have been excluded from such registration shall any registration pursuant shares of Common Stock sought to this Section be included therein which are issued or issuable upon conversion of the Series A Stock, Series B Stock, Series E Stock or Series G Stock be excluded. For purposes of the preceding sentence concerning apportionment, for any selling Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, former members, stockholders, parent or subsidiary of such Holder, or the estates and family members of any such partners, retired partners, members, former members and any trusts for the benefit of any of the foregoing persons shall be underwritten, in whole or in part, deemed to be a single "selling Holder," and any pro- rata reduction with respect to such "selling Holder" shall be based upon the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms aggregate amount of shares carrying registration rights owned by all entities and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be individuals included in such offering, or no such shares should be included, the holder, and all other "selling stockholders, shall be limited to registering such proportion of their respective shares Holder," as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter defined in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section sentence. (and all other Registrable Securitiesc) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the No incidental right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section 2.3 shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel construed to the Holderlimit any registration required under Section 2.2 or Section 2.4 herein.

Piggy-Back. RegistrationRegistrations. The ------------------------- (a) If, at any time after the date of the Company's first Qualified Public Offering, the Company shall determine to register any of its securities, either for its own account or for the account of a security holder or holders (including an Initiating Holder) exercising its registration rights, other than a registration relating solely to employee benefit plans, or a registration on any registration form which does not permit secondary sales, or a registration relating solely to a Commission Rule 145 transaction, or a registration that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities or Other Registrable Securities, the Company will: (i) promptly (and in no event less than 30 days before the anticipated filing date of such registration statement) give to each Holder of Registrable Securities and Other Registrable Securities written notice thereof, which shall have the right to include the Registrable Securities as part number of any registration shares the Company or other security holder proposes to register and, if known, the name of securities filed Underwriter selected by the Company (if the registration is for the account of the Company) or by such other than person initiating such registration and reasonably acceptable to the Company; and (ii) use all of its commercially reasonable best efforts to include in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if all the Registrable Securities may be sold and Other Registrable Securities specified in a written request or requests made by any Holder within 30 days after the United States pursuant to date of delivery of the provisions of Rule 144. The Holder shall have five (5) business days to notify written notice from the Company described in writing as clause i) above. (b) The right of any Holder to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section 3 shall be underwrittenconditioned upon such Holder's participation, and the inclusion of such Holder's Registrable Securities or Other Registrable Securities, in whole or the underwriting (unless otherwise agreed by the Company, a majority in partinterest of the person(s) initiating such registration, and the Underwriter). (c) All Holders proposing to distribute their securities through such underwriting shall (together with the Company may require that and any other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the Underwriter. The Company shall use all of its commercially reasonable best efforts to cause the Underwriter of such proposed underwritten offering to permit the Registrable Securities and Other Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting registration statement for such offering to be included on the same terms and conditions as the any similar securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing Company included therein. (d) Notwithstanding any other provision of such offering only a limited number this Section 3, if the Underwriter advises the Company that the inclusion of Registrable Securities should and/or Other Registrable Securities in the subject registration statement would limit the number of securities originally determined to be included in such offeringtherein or would reduce the offering price thereof, or no such shares should be included, then the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that Underwriter may require a limitation on the number of shares offered pursuant to such registration statement, as follows: (i) Any securities of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then Company held by all selling stockholders desiring to participate in such offering. Those officers and directors of the Company (other than Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other or Other Registrable Securities) shall be withheld excluded from such registration and underwriting to the market extent required by such limitation: and (ii) if a limitation on the number of shares is still required, then: (a) if the registration is for the account of the Company, Registrable Securities and Other Registrable Securities shall be excluded from such registration and underwriting to the extent required by such limitation, in proportion, as nearly as practicable, to the respective amount of Registrable Securities and Other Registrable Securities which had been requested to be included in such registration, prior to limiting the inclusion of the securities of the Company for the account of the Company; and (b) if the registration is at the request of an Initiating Holder(s) of Registrable Securities and does not include shares to be sold by the holders thereof Company (except pursuant to the last sentence of this Section 3), Registrable Securities and Other Registrable Securities of each other Holder shall be excluded to the extent required by such limitation, in proportion, as nearly as practicable, to the amount of Registrable Securities and Other Registrable Securities which had been requested to be included in such registration in accordance with this Section 3; and (c) if the registration is at the request of an Initiating Holder(s) of Other Registrable Securities and does not include shares to be sold by the Company (except pursuant to the last sentence of this Section 3), Registrable Securities and Other Registrable Securities of each other Holder shall be excluded to the extent required by such limitation, in proportion, as nearly as practicable, to the amount of Registrable Securities and Other Registrable Securities which had been requested to be included in such registration in accordance with this Section 3. (e) If any Holder of Registrable Securities, Other Registrable Securities or any officer or director disapproves of the terms of any such underwriting, such person may, prior to effectiveness of the registration, elect to withdraw therefrom by written notice to the Company and the Underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (f) If the registration is for the account of a period, person other than the Company and the Underwriter has not limited the number of Registrable Securities and Other Registrable Securities requested to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it be registered under this Section prior to the effectiveness of such registration. All registration expenses incurred by 3, the Company may include its securities for its own account in complying with this Section shall such registration if the Underwriter so agrees and if the number of Registrable Securities and Other Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holderlimited.

Piggy-Back. RegistrationRegistrations. The Holder shall have the right to include the Registrable Securities as part of --------------------------- (a) If at any registration of securities filed by time the Company (other than shall determine to register any of its Common Stock under the Securities Act, whether in connection with a transaction contemplated public offering by the Company, a public offering by shareholders, or both, including, without limitation, by means of any shelf registration pursuant to Rule 145(a) promulgated 415 under the Securities Act or pursuant any similar rule or regulation, but other than a registration to Form S-8) implement an employee benefit or dividend reinvestment plan, the Company shall promptly give written notice thereof to the Purchaser who shall be a registered holder of Registrable Securities and must be notified in writing shall use its reasonable efforts to effect the registration under the Securities Act of such filingRegistrable Securities as may be requested in a writing delivered to the Company within 30 days after such notice by the Purchaser as well as to include such Registrable Securities in any notifications, registrations or qualifications under any state securities laws which shall be made or obtained with respect to the securities being registered by the Company; provided, however, that (a) any distribution of -------- ------- Registrable Securities pursuant to such registration shall be managed by the Holder agrees it investment banking firm, if any, managing the distribution of the securities being offered by the Company on the same terms as all other securities to be registered, and (b) the Company shall not have any piggy-back registration rights pursuant to be required under this Section 3 to include Registrable Securities in any registration of securities if the Company shall have been advised by the investment banking firm managing the offering of the securities proposed to be registered by the Company or others that the inclusion of Registrable Securities may be sold in such offering would substantially interfere with the United States pursuant to the provisions orderly sale of Rule 144. The Holder shall have five (5) business days to notify such securities which the Company in writing as or others propose to whether the Company is to include the Holder or not include the Holder as part of the registrationregister; provided, however, that if in making any determination under this subparagraph (b) as to the inclusion of the Registrable Securities in any such offering, Registrable Securities shall be registered on a pro-rata basis with any other securities as to which the Company has granted or may in the future grant registration rights. All expenses of any registration and offering of Registrable Securities pursuant to this Section shall be underwritten3 (including, in whole or in partwithout limitation, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms registration fees and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment fees and disbursements of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable SecuritiesCompany's counsel) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid borne by the Company, exclusive except that the Company shall not bear underwrit-ing discounts or commissions attributable to Registrable Securities, the fees of underwriting discountsany separate counsel for the holders of Registrable Securities or related transfer taxes. (b) In the event the Company does not register the Registrable Securities as provided in 3-(a) above and/or through a Registration Statement covering the Registrable Securities by December 1, commissions and legal fees and expenses for counsel 1999, then the Company agrees that the holders of the Registrable Securities shall be entitled to receive an amount equal to 10% of the amount originally paid to acquire the Registrable Securities in connection with the Purchase Agreement among the parties (the "Penalty"). The holders of the Registrable Securities shall be entitled to receive the Penalty on each monthly anniversary thereafter until the Registrable Securities have been registered. The Penalty may be paid in cash and/or common stock, at the sole option of the Company. If the Penalty is paid in common stock, then the price used to determine the amount of shares shall be based on the average trading price of Penn Octane Corporation common stock on the first trading day subsequent to the Holderincurrence of the Penalty. In the event that the Company elects to pay the Penalty through shares of common stock of the Company, then such shares shall be included as Registrable Securities as provided for herein.

Piggy-Back. RegistrationRegistrations. The Holder shall have the right to include the Registrable Securities as part of --------------------------- (a) If at any registration of securities filed by time the Company (other than shall determine to register any of its Common Stock under the Securities Act, whether in connection with a transaction contemplated public offering by the Company, a public offering by shareholders, or both, including, without limitation, by means of any shelf registration pursuant to Rule 145(a) promulgated 415 under the Securities Act or pursuant any similar rule or regulation, but other than a registration to Form S-8) implement an employee benefit or dividend reinvestment plan, the Company shall promptly give written notice thereof to the Purchaser who shall be a registered holder of Registrable Securities and must be notified in writing shall use its reasonable efforts to effect the registration under the Securities Act of such filingRegistrable Securities as may be requested in a writing delivered to the Company within 30 days after such notice by the Purchaser as well as to include such Registrable Securities in any notifications, registrations or qualifications under any state securities laws which shall be made or obtained with respect to the securities being registered by the Company; provided, however, that (a) any distribution of -------- ------- Registrable Securities pursu-ant to such registration shall be managed by the Holder agrees it investment banking firm, if any, managing the distribution of the securities being offered by the Company on the same terms as all other securities to be registered, and (b) the Company shall not have any piggy-back registration rights pursuant to be required under this Section 3 to include Registrable Securities in any registration of securities if the Company shall have been advised by the investment banking firm managing the offering of the securities proposed to be registered by the Company or others that the inclusion of Registrable Securities may be sold in such offering would substantially interfere with the United States pursuant to the provisions orderly sale of Rule 144. The Holder shall have five (5) business days to notify such securities which the Company in writing as or others propose to whether the Company is to include the Holder or not include the Holder as part of the registrationregister; provided, however, that if in making any determination under this subparagraph (b) as to the inclusion of the Registrable Securities in any such offering, Registrable Securities shall be registered on a pro-rata basis with any other securities as to which the Company has granted or may in the future grant registration rights. All expenses of any registration and offering of Registrable Securities pursuant to this Section shall be underwritten3 (including, in whole or in partwithout limitation, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms registration fees and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment fees and disbursements of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable SecuritiesCompany's counsel) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid borne by the Company, exclusive except that the Company shall not bear underwrit-ing discounts or commissions attributable to Registrable Securities, the fees of underwriting discounts, commissions and legal fees and expenses any separate counsel for counsel to the Holderholders of Registrable Securities or related transfer taxes.

Piggy-Back. Registration. The Holder If the Company at any time ------------------------ (other than pursuant to Section 6.03 or Section 6.05) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 20 days after the giving of any such notice by the Company, to register any of its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the right securities to include be covered by the Registrable Securities as part of any registration of securities statement proposed to be filed by the Company (Company, all to the extent requisite to permit the sale or other than in connection with a transaction contemplated disposition by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing holder of such filing; provided, however, Restricted Stock so registered. In the event that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section 6.04 shall be underwrittenbe, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment an underwritten public offering of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offeringCommon Stock, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted Restricted Stock to be registered included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the underwriter Company therein; provided, however, that such -------- ------- number of shares of Restricted Stock shall not be reduced if any shares are to be included in such offering bears to underwriting for the total number account of all shares then held by all selling stockholders desiring to participate in such offeringany person other than the Company or requesting holders of Restricted Stock. Those Registrable Securities which are excluded from an underwritten offering pursuant to Notwithstanding the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from provisions, the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter Company may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it statement referred to in this Section 6.04 without thereby incurring any liability to the holders of Restricted Stock. There shall be no limit to the number of registrations of Restricted Stock which may be effected under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder6.04.

Piggy-Back. RegistrationRegistrations. The Holder --------------------------- (a) If at any time the Borrower shall have determine to register any of its Common Stock under the right to include the Registrable Securities as part of any registration of securities filed by the Company (other than Act, whether in connection with a transaction contemplated public offering by the Borrower, a public offering by shareholders, or both, including, without limitation, by means of any shelf registration pursuant to Rule 145(a) promulgated 415 under the Securities Act or pursuant any similar rule or regulation, but other than a registration to Form S-8) implement an employee benefit or dividend reinvestment plan, the Borrower shall promptly give written notice thereof to the Lenders who shall be registered holders of Registrable Securities and must be notified in writing shall use its reasonable efforts to effect the registration under the Securities Act of such filingRegistrable Securities as may be requested in a writing delivered to the Borrower within 30 days after such notice by the Lenders as well as to include such Registrable Securities in any notifications, registrations or qualifications under any state securities laws which shall be made or obtained with respect to the securities being registered by the Borrower; provided, however, that (a) any distribution -------- ------- of Registrable Securities pursu-ant to such registration shall be managed by the Holder agrees it investment banking firm, if any, managing the distribution of the securities being offered by the Borrower on the same terms as all other securities to be registered, and (b) the Borrower shall not have any piggy-back registration rights pursuant to be required under this Section 3 to include Registrable Securities in any registration of securities if the Borrower shall have been advised by the investment banking firm managing the offering of the securities proposed to be registered by the Borrower or others that the inclusion of Registrable Securities may be sold in such offering would substantially interfere with the United States pursuant orderly sale of such securities which the Borrower or others propose to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registrationregister; provided, however, that if in making any determination under this subparagraph (b) as to the inclusion of the Registrable Securities in any such offering, Registrable Securities shall be registered on a pro-rata basis with any other securities as to which the Borrower has granted or may in the future grant registration rights. All expenses of any registration and offering of Registrable Securities pursuant to this Section 3 (including, without limitation, registration fees and fees and disbursements of the Borrower's counsel) shall be underwrittenborne by the Borrower, in whole except that the Borrower shall not bear underwrit-ing discounts or in partcommissions attributable to Registrable Securities, the Company may require that fees of any separate counsel for the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number holders of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holderrelated transfer taxes.

Piggy-Back. Registration. ------------------------------ If, but without any obligation to do so, the Company from time to time proposes to register any of its capital stock or other securities under the Act in connection with the public offering of such securities for its own account or for the account of its security holders, other than Holders of Registrable Securities pursuant to Section 3.1 (a "Piggy-Back Registration Statement"), primarily for cash (other than (i) a registration relating solely to the sale of securities to participants in a Company stock plan or employee benefit plan, (ii) a registration relating solely to an SEC Rule 145 transaction or any rule adopted by the SEC in substitution thereof or in amendment thereto, or (iii) a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, the Holders of Registrable Securities shall be entitled to include all or any portion of their Registrable Securities in such registration (and related underwritten offering, if any) on the following terms and conditions: a. The Company shall give written notice of such determination to each Holder of Registrable Securities, and each such Holder shall have the right to include request, by written notice given to the Company within fifteen (15) days of the date that such written notice was given by the Company to such Holder, that a specific number of Registrable Securities held by such Holder will be included in the Piggy-Back Registration Statement (and related underwritten offering, if any); b. If the Piggy-Back Registration Statement relates to an underwritten offering, the notice given to each Holder shall specify the name or names of the managing underwriter or underwriters for such offering. In addition such notice shall also specify the number of securities to be registered for the account of the Company and for the account of its shareholders (other than the Holders of Registrable Securities), if any; c. If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Securities to be included therein must agree (x) to sell such Holder's Registrable Securities on the same basis as provided in the underwriting arrangement approved by the Company, and (y) to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC or by any state securities regulatory body; d. If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any portion of the Registrable Securities as part in such offering would adversely affect the ability of any registration the underwriters for such offering to sell all of the securities filed requested to be included for sale in such offering at the best price obtainable therefor, the aggregate number of Registrable Securities that may be sold by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant Holders shall be limited to Form S-8) and must be notified in writing such number of such filing; providedRegistrable Securities, howeverif any, that the Holder agrees it shall not have any piggy-back registration rights pursuant managing underwriter or underwriters determine may be included therein without such adverse effect as provided below. If the number of securities proposed to this Section if be sold in such underwritten offering exceeds the Registrable Securities number of securities that may be sold in the United States pursuant to the provisions of Rule 144. The Holder such offering, there shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on offering, first, up to the same terms maximum number of securities to be sold by the Company for its own account and conditions second, as to the balance, if any, securities otherwise being to be sold through for the underwriters. If in the good faith judgment account of the underwriter evidenced in writing of such offering only a limited number Company's stockholders (both the Holders of Registrable Securities should requested and such other stockholders of the Company requested to be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion therein) on a pro rata basis; e. Holders of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior their Registrable Securities from the Piggy-Back Registration Statement, but if the same relates to an underwritten offer, they may only do so during the effectiveness time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the HolderRegistrable Securities.

Piggy-Back. Registrations If at any time prior to the expiration of the Registration Period (as defined below) the Company shall determine to file with the SEC a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its securities (other than an Excluded Registration. The Holder ), the Company shall have send to each Stockholder written notice of such determination and, if within fifteen (15) days after the right effective date of such notice, the Stockholder shall so request in writing, the Company shall include in such Registration Statement all or any part of such Stockholder’s Registrable Securities the Stockholder requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Stockholder has requested inclusion hereunder as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filingunderwriter shall permit; provided, however, that the Holder agrees it Company shall not have exclude any piggy-back Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Registration Statement other than holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights pursuant rights. No right to registration of Registrable Securities under this Section if 2.2A shall be construed to limit any registration required under Section 2.1 or 2.2 hereof. If an offering in connection with which a Stockholder is entitled to registration under this Section 2.2A is an underwritten offering, then such Stockholder shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities may be sold in an underwritten offering using the United States pursuant same underwriter or underwriters and, subject to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; providedthis Agreement, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment other shares of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be Common Stock included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have Notwithstanding anything to the right contrary set forth herein, the registration rights of the Stockholder pursuant to terminate or withdraw any registration initiated by it under this Section prior 2.2A shall only be available in the event the Company fails to the timely file, obtain effectiveness or maintain effectiveness of such registration. All registration expenses incurred by any Registration Statement to be filed pursuant to Section 2(a) in accordance with the Company in complying with terms of this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the HolderAgreement.

Piggy-Back. RegistrationRegistrations. The Holder shall have the right to include the Registrable Securities as part of If at any registration of securities filed by time the Company (other than shall determine to register any of its Common Stock or securities convertible into Common Stock under the Securities Act, whether in connection with a transaction contemplated public offering by the Company, a public offering by shareholders, or both, including, without limitation, by means of any shelf registration pursuant to Rule 145(a) promulgated 415 under the Securities Act or pursuant any similar rule or regulation, but other than a registration to Form S-8) implement an employee benefit or dividend reinvestment plan, the Company shall promptly give written notice thereof to the Purchasers who shall be registered holders of Shares or Conversion Shares and must be notified in writing shall use its reasonable efforts to effect the registration under the Securities Act of such filingConversion Shares as may be requested in a writing delivered to the Company within 30 days after such notice by the Purchasers as well as to include such Conversion Shares in any notifications, registrations or qualifications under any state securities laws which shall be made or obtained 21 with respect to the securities being registered by the Company; provided, however, that (a) any distribution of Conversion Shares pursuant to such registration shall be managed by the Holder agrees it investment banking firm, if any, managing the distribution of the securities being offered by the Company on the same terms as all other securities to be registered, and (b) the Company shall not have any piggy-back registration rights pursuant to be required under this Section 7.3 to include Conversion Shares in any registration of securities if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder Company shall have five (5) business days been advised by the investment banking firm managing the offering of the securities proposed to notify be registered by the Company or others that the inclusion of Conversion Shares in writing as to whether such offering would substantially interfere with the orderly sale of such securities which the Company is or others propose to include the Holder or not include the Holder as part of the registrationregister; provided, however, that if in making any determination under this subparagraph (b) as to the inclusion of the Conversion Shares in any such offering, (i) a first priority shall be given to the registration of 1,750,000 Conversion Shares, (ii) thereafter, a second priority shall be given to all remaining Conversion Shares over any other securities as to which the Company has granted or may in the future grant registration rights that were (or will be) issued by the Company in any merger transaction or similar business combination transaction and (iii) with respect to circumstances not addressed in clauses (i) and (ii), Conversion Shares shall be registered on a pro-rata basis with any other securities as to which the Company has granted or may in the future grant registration rights. All expenses of any registration and offering of Conversion Shares pursuant to this Section shall be underwritten7.3 (including, in whole or in partwithout limitation, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms registration fees and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment fees and disbursements of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable SecuritiesCompany's counsel) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid borne by the Company, exclusive except that the Company shall not bear underwriting discounts or commissions attributable to Conversion Shares, the fees of underwriting discounts, commissions and legal fees and expenses any separate counsel for counsel to the Holderholders of Conversion Shares or related transfer taxes.

Piggy-Back. Registration. The Holder shall have the right to include the Registrable Securities as part of any registration of securities filed by If the Company at any time prior to two years from the date of the Closing proposes to file a registration statement with respect to any of its equity securities (other than in connection with a transaction contemplated by Rule 145(aregistration statement on Form S-4 or S-8 or any successor or substantially similar form) promulgated under (any of the Act foregoing, a "Company Registration"), for its own account or for the account of any holder of securities of the Company pursuant to Form S-8) and must be notified in writing demand registration rights granted by the Company, to the extent not prohibited by the terms of such filing; provideddemand registration rights (a "Requesting Securityholder" and, howeversuch registration, that a "Requesting Securityholder Registration"), then the Holder agrees it Company shall not in each case give written notice of such proposed filing to Seller as representative of the holders of the Shares at least 20 days before the anticipated filing date of any such registration statement by the Company. Such notice shall offer to Seller and any holders of the Shares the opportunity to have any piggy-back or all of the Shares held by them included in such registration rights pursuant statement and shall include the number of shares proposed to this Section be registered, the proposed filing date, the intended method of distribution of such shares and the proposed managing underwriter, if any. If Seller or any of the Registrable Securities may be sold in holders of the United States pursuant Shares desire to have the provisions Shares registered on such Company Registration, Seller or the holders of Rule 144. The Holder the Shares shall have five (5) business days to notify so advise the Company in writing as to whether within 10 days after the date of receipt of such notice (which request shall set forth the amount of Shares and the holder of such Shares for which registration is requested), and the Company is shall include in such registration statement all such Shares so requested to include be included therein, subject to its receipt from any such holder of information required by the Holder or not include the Holder as part rules and regulations of the registration; providedSEC to be set forth in such registration statement. If the registration statement relates to an underwritten offering, however, that if any registration pursuant to this Section such Shares shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment Seller or any holder of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company Shares shall have the right to terminate or withdraw a request to include Shares in any registration initiated public offering pursuant to this provision by it under this Section giving written notice to the Company of its election to withdraw such request at least 10 business days prior to the effectiveness proposed effective date of such registrationregistration statement. All registration expenses incurred by Notwithstanding the foregoing, if the managing or lead underwriter or underwriters of any such proposed underwritten offering advise the Company in complying writing that the total number of securities which the Seller, the holders of the Shares and the Company and any other persons or entities intended to be included in such proposed underwritten offering exceeds the number that can be sold in such offering within a price range acceptable to the Company (in the case of a Company Registration) or to the Requesting Securityholder (in the case of a Requesting Securityholder Registration), then the amount or kind of securities offered at the request of Seller and the holders of the Shares shall be reduced or eliminated in accordance with such managing underwriter's recommendation. Expenses of registration, consisting of expenses relating to the Purchaser and Company's compliance with this Section 9.5, including without limitation all registration and "blue sky" qualification fees, printers' and accounting fees, fees and disbursement of counsel for the Company shall be paid borne by the Company. All selling commissions applicable to the sale of the Shares, exclusive of underwriting discounts, commissions and legal including any fees and expenses for disbursements of any special counsel to Seller and the Holderholders of the Shares shall not be expenses borne by the Company.

Piggy-Back. Registration. The Holder shall If at any time within the period commencing with the Effective Date and ending on the third anniversary thereof, at which time any Shares have the right to include the Registrable Securities as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated not previously been registered under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in partAct, the Company may require proposes to register any of its equity securities under the Securities Act, whether or not for sale for its own account, in a manner that would permit registration of the Registrable Shares for sale to the public under the Securities requested for inclusion pursuant Act, it will, each such time, give prompt written notice to this Section be included in the underwriting on Noteholder of its intention to do so, which notice shall set forth the same terms and conditions as intended method of disposition of the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted proposed to be registered by the underwriter Company. The notice shall offer to include in such offering bears to the total registration such number of all shares then held by all selling stockholders desiring to participate of the Shares which have not previously been registered as Noteholder may request. The Noteholder shall advise the Company in writing within twenty (20) days after the date of receipt of such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld offer from the market by Company, setting forth the holders thereof number of Shares, if any, for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine registration is necessary in order to effect such underwritten offeringrequested. The Company shall have thereupon include in such registration the right number of Shares for which registration is so requested and shall use its best efforts to terminate or withdraw effect registration under the Securities Act of such Shares, to the extent required to permit their public sale by the Noteholder; provided, that if, at any registration initiated by it under this Section time after giving written notice of its intention to register any of its equity securities and prior to the effectiveness Registration Date of the registration statement filed in connection therewith, the Company shall determine for any reason not to register any such equity securities, the Company shall give written notice of such registration. All determination and, thereupon, shall be relieved of its obligation to register any of the Shares in connection with such registration (but not of its obligation to pay the registration expenses set forth in Section 6 hereof that then have been incurred in connection therewith). Each Noteholder shall be entitled to make no more than one (1) Piggyback Registration Request, provided that if, with respect to such Piggyback Registration Request, a Noteholder's Shares are not included in the offering (due to a withdrawal of such request by the Company Noteholder, the application of the "cut-back" provisions set forth in complying with this Section 4 herein or otherwise), such Piggyback Registration Request shall be paid deemed to have not been given by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holdersuch holder.

Piggy-Back. Registration. If, but without any obligation to do so, the Borrower proposes to register any of its capital stock under the 1933 Act in connection with the public offering of such securities for its own account or for the account of its security holders, other than Holders of Registrable Securities pursuant hereto (a "Piggy-Back Registration Statement"), (except for (i) a registration relating solely to the sale of securities to participants in the Borrower's stock plans or employee benefit plans or (ii) a registration relating solely to an SEC Rule 145 transaction or any rule adopted by the SEC in substitution thereof or in amendment thereto), then: (a) The Borrower shall give written notice of such determination to each Holder of Registrable Securities, and each such Holder shall have the right to include request, by written notice given to the Borrower within 15 days of the date that such written notice was mailed by the Borrower to such Holder, that a specific number of Registrable Securities held by such Holder be included in the Piggy-Back Registration Statement (and related underwritten offering, if any); (b) If the Piggy-Back Registration Statement relates to an underwritten offering, the notice given to each Holder shall specify the name or names of the managing underwriter or underwriters for such offering. In addition such notice shall also specify the number of securities to be registered for the account of the Borrower and for the account of its shareholders (other than the Holders of Registrable Securities), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Securities to be included therein must agree (I) to sell such Holder's Registrable Securities on the same basis as provided in the underwriting arrangement approved by the Borrower, and (ii) to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any portion of the Registrable Securities in such offering would adversely affect the ability of the underwriters for such offering to sell all of the securities requested to be included for sale in such offering at the best price obtainable therefor, the aggregate number of Registrable Securities that may be sold by the Holders shall be increased to such number of Registrable Securities, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect as part of any registration provided below. If the number of securities filed proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included in the offering, first, up to the maximum number of securities to be sold by the Company Borrower for its own account and for the account of other stockholders (other than Holders of Registrable Secunties), as they may agree among themselves, and second, as to the balance, if any, Registrable Securities requested to be included therein by the Holders thereof (pro rata as between such Holders based upon the number of Registrable Securities initially proposed to be registered by each), or in connection with a transaction contemplated by Rule 145(a) promulgated under such other proportions as the Act managing underwriter or pursuant to Form S-8) and must be notified in writing of such filingunderwriters for the offering may require; provided, however, that in the Holder agrees it shall not have any piggy-back registration rights pursuant event that the number of securities proposed to this Section if be sold in such underwritten offering exceeds the Registrable Securities number of securities that may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions terms and conditions set form above and the Piggy-Back Registration Statement is a result of this Section (and all other Registrable Securities) public offering by the Borrower of its securities for its own account, there shall be withheld from included In the market offering, first, up to the maximum number of securities to be sold by the holders thereof Borrower for its own account and second, as to the balance, if any, securities to be sold for the account of the Borrower's stockholders (both the Holders of Registrable Securities request and such other stockholders of the Borrower requested to be included therein) on a period, not to exceed one hundred eighty pro rata basis; (180e) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company Holders of Registrable Securities shall have the right to terminate or withdraw any registration initiated by it under this Section prior their Registrable Securities from a Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the effectiveness time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the HolderRegistrable Securities.

Piggy-Back. RegistrationREGISTRATIONS. The Holder If at any time the Company shall have determine to register for its own account or the account of others, under the Securities Act of 1933, as amended (the "SECURITIES ACT") any of its equity securities, it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within fifteen (15) days after receipt of such notice, such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Registrable Securities Shares such holder requests to be registered. Nothing herein shall be construed so as part of any registration of securities filed by to require the Company (other than Company, in connection with any proposed offering, to engage the services of an underwriter under this Section 1.1 as, for example, if the Company shall file a transaction contemplated registration statement under Rule 145 of the Securities Act without the services or engagement of any underwriter. "REGISTRABLE SHARES" shall consist of any and all shares of common stock, $0.01 par value per share (the "COMMON STOCK") held by Rule 145(a) promulgated under the Act Holders issued or pursuant to Form S-8) and must be notified in writing issuable upon conversion of such filingthe Series C Preferred, Series D Preferred or Series E Preferred; provided, however, that the Holder agrees it shall not have any piggy-back registration rights pursuant with respect to this Section if 1.1, Sections 1.4 through 1.14 and Sections 3 through 11, "Registrable Shares" shall also consist of (i) the Registrable Securities may be sold Common Stock held by GATX, GE, SVB and Orix issued or issuable upon conversion of their Preferred Stock, which is in turn issuable upon exercise of certain warrants to purchase Preferred Stock (the United States pursuant "PREFERRED WARRANTS"); and (ii) the Common Stock held by Pentech issuable upon exercise of that certain warrant to purchase Common Stock held by Pentech (the provisions of Rule 144"PENTECH WARRANT"). The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwrittenIf, in whole or in partconnection with any offering involving an underwriting of Common Stock to be issued by the Company, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting managing underwriter shall impose a limitation on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted such Common Stock which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company may reduce the number of Registrable Shares to be registered by the underwriter included in such offering bears to an underwriting (pro rata among the requesting stockholders based upon the number of Registrable Shares owned by such stockholders), provided, however that in no event may less than twenty percent (20%) of the total number of all shares then held by all selling stockholders desiring of Common Stock to participate be included in such offeringunderwriting be made available for Registrable Shares. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the No incidental right to terminate or withdraw any registration initiated by it under this Section prior 1.1 shall be construed to the effectiveness limit any registration required under Section 1.2. The obligations of such registration. All registration expenses incurred by the Company in complying with under this Section shall 1.1 may be paid by waived at any time upon the Company, exclusive written consent of underwriting discounts, commissions and legal fees and expenses for counsel to holders of a majority of the Holderoutstanding Registrable Shares.

Piggy-Back. Registration. The Holder If the Company at any time ------------------------ proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X- 0 or another form not available for registering the Restricted Shares for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Shares of its intention so to do. Upon the written request of any such holder, received by the Company within 20 days after the giving of any such notice by the Company, to register any of its Restricted Shares, the Company will, subject as provided below, cause the Restricted Shares as to which registration shall have been so requested to be included in the right securities to include be covered by the Registrable Securities as part of any registration of securities statement proposed to be filed by the Company (Company, all to the extent requisite to permit the sale or other than in connection with a transaction contemplated disposition by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing holder of such filing; provided, however, Restricted Shares so registered. In the event that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section 4.01 shall be underwrittenbe, in whole or in part, an underwritten public offering of Common Stock, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should Restricted Shares to be included in such offering, or no such shares should an underwriting may be included, reduced (pro rata among the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that requesting holders based upon the number of shares Restricted Shares owned by such holders) if and to the extent that the managing underwriter shall be of selling stockholders permitted the opinion that such inclusion would adversely affect the marketing of the securities to be registered sold by the underwriter Company therein; provided, however, that such -------- ------- number of Restricted Shares shall not be reduced if any shares are to be included in such offering bears to underwriting for the total number account of all shares then held by all selling stockholders desiring to participate in such offeringany person other than the Company or requesting holders of Restricted Shares. Those Registrable Securities which are excluded from an underwritten offering pursuant to Notwithstanding the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from provisions, the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter Company may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it statement referred to in this Section 4.01 without thereby incurring any liability to the holders of Restricted Shares. There shall be no limit to the number of registrations of Restricted Shares which may be effected under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder4.01.

Piggy-Back. RegistrationRegistrations. The Holder If at any time after the purchase and sale, ADA-ES shall have determine to register for its own account or the right to include account of others under the Registrable Securities as part of any registration of securities filed by the Company Act (other than a registration demanded by the Purchasers pursuant to Section 3.02 hereof) any of its equity securities, other than on Form S-4 or Form S-8 or their then equivalents or otherwise relating to shares of Common Stock to be issued in connection with a transaction contemplated by Rule 145(a) promulgated under the Act any acquisition of any entity or pursuant business or shares of Common Stock issuable in connection with stock option or other employee benefit plans, it shall send to Form S-8) and must be notified in writing each Purchaser written notice of such filing; provideddetermination and, however, that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five within ten (510) business days to notify after receipt of such notice, the Company Purchaser(s) shall so request in writing as to whether the Company is writing, ADA-ES shall use its best efforts to include the Holder in such registration statement all or not include the Holder as any part of the registration; provided, however, that if any registration pursuant Shares then held by such Purchaser ("Registrable Shares") and which such Purchaser requests to this Section shall be underwrittenregistered. If, in whole or in partconnection with any offering involving an underwriting, the Company managing underwriter shall impose a limitation on the number of shares of Common Stock which may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If registration statement because, in the good faith judgment its judgment, such limitation is necessary to effect an orderly public distribution, then ADA-ES shall be obligated to include in such registration statement only such limited portion (which may be none) of the underwriter evidenced in writing Registrable Shares with respect to which a Purchaser has requested inclusion pursuant hereto as may reasonably be determined by the managing underwriters; provided, that inclusion of any of such offering only a Purchaser's Registrable Shares shall be subordinate to the currently existing "piggyback" registration rights granted by ADA-ES. Any inclusion of Registrable Shares in an offering, when the managing underwriter has so limited the number of Registrable Securities should shares that may be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited allocated as follows: first, pro rata among the holders of registration rights granted by ADA-ES prior to registering such the date hereof seeking to include their shares, in proportion of their respective shares as shall equal the proportion that to the number of shares of selling stockholders permitted Common Stock (whether or not such shares are sought to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate included in such offering) held by such persons; and thereafter, to each Purchaser. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company ADA-ES shall have the right to terminate or withdraw any registration initiated by it under pursuant to this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder2.01.

Piggy-Back. RegistrationRegistrations. The Holder shall have the right to include the Registrable Securities as part of If at any registration of securities filed by time the Company shall determine to register for its own account or the account of others under the Securities Act (other than including in connection with a transaction contemplated by Rule 145(aQualified Public Offering, the Initial Public Offering or a demand for registration of any stockholder of the Company other than any of the Parties) promulgated under any of its equity securities, other than on Form S-8 or Form S-4 or their then equivalents relating to shares of Common Stock to be issued solely in connection with any acquisition of an entity or business or shares of Common Stock issuable in connection with stock option or other employee benefit plans, it shall send to each holder of Registrable Securities, including each holder who has the Act or pursuant right to Form S-8) and must be notified in writing acquire Registrable Securities, written notice of such filingdetermination and if, within 15 days after receipt of such notice, such holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities such holder requests to be registered. If, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in the registration statement because in its judgment, such limitation is necessary to affect an orderly public distribution, then the Company shall be obligated to include in such registration statement only such portion of the Registrable Securities with respect to which such holder has requested inclusion pursuant hereto as such limitation permits after the inclusion of all shares of Common Stock to be registered by the Company for its own account; provided, however, that as between the Holder agrees it shall not have any piggy-back Company, other stockholders holding contractual registration rights pursuant to this Section if and the holders of Registrable Securities, in no event shall the Registrable Securities included in such offering be limited to less than 25% of the aggregate shares offered. Any exclusion of Registrable Securities shall be made pro rata among such holders of Registrable Securities (or their assigns) seeking to include such shares, in proportion to the number of such shares sought to be included by such holders of Registrable Securities (or their assigns). No incidental right under this Section 2.01 shall be construed to limit any registration required under Section 2.02. The obligations of the Company under this Section 2.01 may be sold waived at any time upon the written consent of holders of at least two-thirds in the United States pursuant to the provisions interest of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting and shall expire on the same terms and conditions as fifth anniversary following the securities otherwise being sold through the underwriters. If in the good faith judgment consummation of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the HolderInitial Public Offering.

Piggy-Back. Registration. REGISTRATION If, but without any obligation to do so, the Borrower proposes to register any of its capital stock under the 1933 Act in connection with the public offering of such securities for its own account or for the account of its security holders, other than Holders of Registerable Securities pursuant hereto (a "Piggy-Back Registration Statement"), (except for (i) a registration relating solely to the sale of securities to participants in the Borrower's stock plans or employee benefit plans; or (ii) a registration relating solely to an SEC Rule 145 transaction or any rule adopted by the SEC in substitution thereof or in amendment thereto), then: (a) The Borrower shall give written notice of such determination to each Holder of Registerable Securities, and each such Holder shall have the right to include request, by written notice given to the Registrable Borrower within 15 days of the date that such written notice was mailed by the Borrower to such Holder, that a specific number of Registerable Securities as part held by such Holder be included in the Piggy-Back Registration Statement (and related underwritten offering, if any); (b) If the Piggy-Back Registration Statement relates to an underwritten offering, the notice given to each Holder shall specify the name or names of any registration the managing underwriter or underwriters for such offering. In addition such notice shall also specify the number of securities filed by to be registered for the Company account of the Borrower and for the account of its shareholders (other than the Holders of Registerable Securities), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registerable Securities to be included therein must agree (i) to sell such Holder's Registerable Securities on the same basis as provided in connection with a transaction contemplated the underwriting arrangement approved by Rule 145(athe Borrower; and (ii) promulgated to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, underwriting agreements and other documents required under the Act or pursuant to Form S-8) and must be notified in writing terms of such filingunderwriting arrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any portion of the Registerable Securities in such offering would adversely affect the ability of the underwriters for such offering to sell all of the securities requested to be included for sale in such offering at the best price obtainable therefor, the aggregate number of Registerable Securities that may be sold by the Holders shall be limited to such number of Registerable Securities, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect as provided below. If the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included in the offering, first, up to the maximum number of securities to be sold by the Borrower for its own account and for the account of other stockholders (other than Holders of Registerable Securities), as they may agree among themselves, and second, as to the balance, if any, Registerable Securities requested to be included therein by the Holders thereof (pro rata as between such Holders based upon the number of Registerable Securities initially proposed to be registered by each), or in such other proportions as the managing underwriter or underwriters for the offering may require; provided, however, that in the Holder agrees it shall not have any piggy-back registration rights pursuant event that the number of securities proposed to this Section if be sold in such underwritten offering exceeds the Registrable Securities number of securities that may be sold in the United States such offering pursuant to the provisions terms and conditions set forth above and the Piggy-Back Registration Statement is a result of Rule 144. The Holder public offering by the Borrower of its securities for its own account, there shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on offering, first, up to the same terms maximum number of securities to be sold by the Borrower for its own account and conditions second, as to the balance, if any, securities otherwise being to be sold through for the underwriters. If in the good faith judgment account of the underwriter evidenced in writing Borrower's stockholders (both the Holders of Registerable Securities requested and such offering only a limited number other stockholders of Registrable Securities should the Borrower requested to be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion therein) on a pro rata basis; (e) Holders of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Registerable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior their Registerable Securities from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the effectiveness time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the HolderRegisterable Securities.

Piggy-Back. Registration. The Holder shall have the right to include the Registrable Securities as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to 36 include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder.

Piggy-Back. Registration. The ---------------------------------------- If Borrower proposes to register any of its capital stock under the 1933 Act in connection with the public offering of such securities for its own account or for the account of its security holders, other than Holders of Registrable Securities pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration relating solely to the sale of securities to participants in Borrower's stock plans or employee benefit plans or (ii) a registration relating solely to an transaction for which Form S-4 may be used, then: (a) Borrower shall give written notice of such determination to each Holder of Registrable Securities, and each such Holder shall have the right to include request, by written notice given to Borrower within fifteen (15) days of the date that such written notice was mailed by Borrower to such Holder, that a specific number of Registrable Securities held by such Holder be included in the Piggy-Back Registration Statement (and related underwritten offering, if any); (b) If the Piggy-Back Registration Statement relates to an underwritten offering, the notice given to each Holder shall specify the name or names of the managing underwriter or underwriters for such offering. In addition, such notice shall also specify the number of securities to be registered for the account of Borrower and for the account of its shareholders (other than the Holders of Registrable Securities), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Securities to be included therein must agree (i) to sell such Holder's Registrable Securities on the same basis as provided in the underwriting arrangement approved by Borrower, and (ii) to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any portion of the Registrable Securities in such offering would materially adversely affect the ability of the underwriters for such offering to sell all of the securities requested to be included for sale in such offering at the best price obtainable therefor, the aggregate number of Registrable Securities that may be sold by the Holders shall be limited to such number of Registrable Securities, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect as part of any registration provided below. If the number of securities filed proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included in the offering, first, up to the maximum number of securities to be sold by Borrower for its own account and for the Company account of other stockholders (other than Holders of Registrable Securities), as they may agree among themselves, and second, as to the balance, if any, Registrable Securities requested to be included therein by the Holders thereof (pro rata as between such Holders based upon the number of Registrable Securities initially proposed to be registered by each), or in connection with a transaction contemplated by Rule 145(a) promulgated under such other proportions as the Act managing underwriter or pursuant to Form S-8) and must be notified in writing of such filingunderwriters for the offering may require; provided, however, that in the Holder agrees it event that the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering pursuant to the terms and conditions set forth above and the Piggy-Back Registration Statement is a result of public offering by Borrower of its securities for its own account, there shall be included in the offering, first, up to the maximum number of securities to be sold by Borrower for its own account and second, as to the balance, if any, securities to be sold for the account of Borrower's stockholders (both the Holders of Registrable Securities requested and such other stockholders of Borrower requested to be included therein) on a pro rata basis; provided, that the Holders shall be permitted to sell an aggregate of not less than fifteen percent (15%) of the securities to be offered in the Borrower's initial public offering to satisfy the underwriters' over-allotment option; (e) Holders of Registrable Securities shall have the right to withdraw their Registrable Securities from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Securities; (f) The exercise of the registration rights of the Holders with respect to any specific underwritten offering shall be subject to a ninety (90)-day delay at the request of the managing underwriter; and (g) All demand and piggy-back registration rights pursuant to this Section if of the Holders shall terminate when all of the Registrable Securities Then Outstanding may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder144(k).

Piggy-Back. Registration. The Holder shall have the right to include the Registrable Securities as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder.

Piggy-Back. RegistrationRegistrations. The Holder shall have the right to include the Registrable Securities as part of If at any registration of securities filed by time the Company (other than shall -------------------------- determine to register any of its Common Stock or securities convertible into Common Stock under the Securities Act, whether in connection with a transaction contemplated public offering by the Company, a public offering by shareholders, or both, including, without limitation, by means of any shelf registration pursuant to Rule 145(a) promulgated 415 under the Securities Act or pursuant any similar rule or regulation, but other than a registration to Form S-8) implement an employee benefit or dividend reinvestment plan, the Company shall promptly give written notice thereof to the Purchasers who shall be registered holders of Shares or Conversion Shares and must be notified in writing shall use its reasonable efforts to effect the registration under the Securities Act of such filingConversion Shares as may be requested in a writing delivered to the Company within 30 days after such notice by the Purchasers as well as to include such Conversion Shares in any notifications, registrations or qualifications under any state securities laws which shall be made or obtained with respect to the securities being registered by the Company; provided, however, that (a) any -------- ------- distribution of Conversion Shares pursuant to such registration shall be managed by the Holder agrees it investment banking firm, if any, managing the distribution of the securities being offered by the Company on the same terms as all other securities to be registered, and (b) the Company shall not have any piggy-back registration rights pursuant to be required under this Section 7.3 to include Conversion Shares in any registration of securities if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder Company shall have five (5) business days been advised by the investment banking firm managing the offering of the securities proposed to notify be registered by the Company or others that the inclusion of Conversion Shares in writing as to whether such offering would substantially interfere with the orderly sale of such securities which the Company is or others propose to include the Holder or not include the Holder as part of the registrationregister; provided, however, that if in making any determination under this subparagraph (b) as to the inclusion of the Conversion Shares in any such offering, (i) a first priority shall be given to the registration of 1,750,000 Conversion Shares, (ii) thereafter, a second priority shall be given to all remaining Conversion Shares over any other securities as to which the Company has granted or may in the future grant registration rights that were (or will be) issued by the Company in any merger transaction or similar business combination transaction and (iii) with respect to circumstances not addressed in clauses (i) and (ii), Conversion Shares shall be registered on a pro-rata basis with any other securities as to which the Company has granted or may in the future grant registration rights. All expenses of any registration and offering of Conversion Shares pursuant to this Section shall be underwritten7.3 (including, in whole or in partwithout limitation, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms registration fees and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment fees and disbursements of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable SecuritiesCompany's counsel) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid borne by the Company, exclusive except that the Company shall not bear underwriting discounts or commissions attributable to Conversion Shares, the fees of underwriting discounts, commissions and legal fees and expenses any separate counsel for counsel to the Holderholders of Conversion Shares or related transfer taxes.

Piggy-Back. RegistrationRegistrations. The ------------------------- (a) If, at any time, the Company shall determine to register any of its securities, either for its own account or for the account of a security holder or holders exercising its registration rights (other than a registration statement filed pursuant to Section 2, or a registration relating solely to employee benefit plans, or a registration on any registration form which does not permit secondary sales, or a registration relating solely to a Commission Rule 145 transaction, or a registration that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, Other Registrable Securities or Make Systems Registrable Securities), the Company will: (i) promptly (and in no event less than 30 days before the anticipated filing date of such registration statement) give to each Holder of Registrable Securities, Other Registrable Securities and Make Systems Registrable Securities written notice thereof, which shall have the right to include the Registrable Securities as part number of any registration shares the Company or other security holder proposes to register and, if known, the name of securities filed the Underwriter selected by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the registration is for the account of the Company) or by such other person initiating such registration and reasonably acceptable to the Company; and (ii) use all of its commercially reasonable best efforts to include in such registration all the Registrable Securities, Other Registrable Securities may be sold and Make Systems Registrable Securities specified in a written request or requests made by any Holder within 30 days after the United States pursuant to date of delivery of the provisions of Rule 144. The Holder shall have five (5) business days to notify written notice from the Company described in writing as clause (i) above. (b) The right of any Holder to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section 3 shall be underwrittenconditioned upon such Holder's participation, and the inclusion of such Holder's Registrable Securities, Other Registrable Securities or Make Systems Registrable Securities, in whole or the underwriting (unless otherwise agreed by the Company, a majority in partinterest of the person(s) initiating such registration, and the Underwriter). (c) All Holders proposing to distribute their securities through such underwriting shall (together with the Company may require that and any other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the Underwriter. The Company shall use all of its commercially reasonable best efforts to cause the Underwriter of such proposed underwritten offering to permit the Registrable Securities, Other Registrable Securities and Make Systems Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting registration statement for such offering to be included on the same terms and conditions as any similar securities of the securities otherwise being sold through Company included therein. (d) Notwithstanding any other provision of this Section 3, if the underwriters. If Underwriter advises the Company that the inclusion of Registrable Securities, Other Registrable Securities and/or Make Systems Registrable Securities in the good faith judgment of subject registration statement would limit the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should securities originally determined to be included in such offeringtherein or would reduce the offering price thereof, or no such shares should be included, then the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that Underwriter may require a limitation on the number of shares offered pursuant to such registration statement, as follows: (i) any securities of selling stockholders permitted the Company held by officers and directors of the Company (other than Registrable Securities or Other Registrable Securities) shall be excluded from such registration and underwriting to the extent required by such limitation; and (ii) if a limitation on the number of shares is still required, then the number of shares available for inclusion in such registration and underwriting shall be allocated among all Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock they held at the time the Company gave the notice specified in Section 3(a)(i). If any Holder would thus be entitled to include more securities than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata in the manner described in the preceding sentence; provided, that, if the registration is for the account of the Company, (x) all shares requested to be registered by the underwriter Company shall be included in such offering bears registration before including the shares of any other party, and (y) any remaining shares available for inclusion in such registration shall be allocated as set forth in paragraphs (i) and (ii) above. (e) If any Holder of Registrable Securities, Other Registrable Securities, Make Systems Registrable Securities or any officer or director disapproves of the terms of any such underwriting, such person may, prior to effectiveness of the registration, elect to withdraw therefrom by written notice to the total Company and the Underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (f) If the registration is for the account of a person other than the Company and the Underwriter has not limited the number of all shares then held by all selling stockholders desiring Registrable Securities, Other Registrable Securities and Make Systems Registrable Securities requested to participate be registered under this Section 3, the Company may include its securities for its own account in such offering. Those registration if the Underwriter so agrees and if the number of Registrable Securities, Other Registrable Securities and Make Systems Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (would otherwise have been included in such registration and all other Registrable Securities) shall underwriting will not thereby be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holderlimited.

Piggy-Back. Registration. The Holder ------------------------- (a) If the Company shall have determine at any time to register any of its Common Stock or securities which are convertible into or exercisable for Common Stock (other than a registration relating solely to employee benefit plans, a registration relating solely to an SEC Rule 145 transaction, a registration on Form S-4, or a registration on any registration form which does not permit secondary sales or does not include substantially the right same information as would be required to be included in a registration statement covering the sale of Registrable Securities), the Company will: (i) promptly give to the Holders written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws), and (ii) cause to be included in such registration and in any underwriting involved therein all the Registrable Securities as part of any registration of securities filed specified in a written request or requests made by the Company Holders within ten (other than in connection with a transaction contemplated by Rule 145(a10) promulgated under the Act or pursuant to Form S-8) and must be notified in writing days after receipt of such filingwritten notice from the Company; provided, however, that the Holder agrees it shall not have any piggynumber of Registrable Securities so registered may be limited by the underwriter's cut-back provision set forth in Subsection 2(c) below. (b) If the registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify which the Company in writing as to whether gives notice is for a registered public offering involving an underwriting, the Company is to include shall so advise the Holder or not include the Holder Holders as part of the registration; provided, however, that if any registration written notice given pursuant to Subsection 2(a). In such event, the right of each Holder to register pursuant to Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. (c) Any Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section shall be underwritten, in whole or in part2, the Company may require that shall not be required to include in the registration the Registrable Securities requested for inclusion pursuant of any Holder unless the Holder accepts and agrees to this Section be included the terms proposed by the underwriters selected by the Company, and then only in such quantity as will not, in the underwriting opinion of the underwriters and based on marketing factors identified by such underwriters, jeopardize the same terms and conditions as success of the securities otherwise being sold through offering by the underwritersCompany. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited total number of Registrable Securities should which the Holders request to be included in such any offering exceeds the number of Shares which the underwriters reasonably believe is compatible with the success of the offering, or no such then the number of shares should to be included, the holder, and all other selling stockholders, registered shall be limited reduced as between the Holders and the Company pro rata based on the ratio of (i) the Registrable Shares to registering such proportion be registered to (ii) all shares of their respective shares as shall equal Common Stock of the proportion Company to be registered, provided that the number of shares of selling stockholders permitted Registrable Securities of the Holders to be registered included shall not be reduced by the underwriter in such offering bears to more than fifty percent (50%) of the total number of all shares then held by all selling stockholders desiring to participate that the Holders have requested be included in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder.

Piggy-Back. RegistrationRegistrations. The Holder shall have the right to include the Registrable Securities as part of --------------------------- (a) If at any registration of securities filed by time the Company (other than shall determine to register any of its Common Stock under the Securities Act, whether in connection with a transaction contemplated public offering by the Company, a public offering by shareholders, or both, including, without limitation, by means of any shelf registration pursuant to Rule 145(a) promulgated 415 under the Securities Act or pursuant any similar rule or regulation, but other than a registration to Form S-8) implement an employee benefit or dividend reinvestment plan, the Company shall promptly give written notice thereof to the Purchaser who shall be a registered holder of Registrable Securities and must be notified in writing shall use its reasonable efforts to effect the registration under the Securities Act of such filingRegistrable Securities as may be requested in a writing delivered to the Company within 30 days after such notice by the Purchaser as well as to include such Registrable Securities in any notifications, registrations or qualifications under any state securities laws which shall be made or obtained with respect to the securities being registered by the Company; provided, however, that (a) any distribution of -------- ------- Registrable Securities pursu-ant to such registration shall be managed by the Holder agrees it investment banking firm, if any, managing the distribution of the securities being offered by the Company on the same terms as all other securities to be registered, and (b) the Company shall not have any piggy-back registration rights pursuant to be required under this Section 3 to include Registrable Securities in any registration of securities if the Company shall have been advised by the investment banking firm managing the offering of the securities proposed to be registered by the Company or others that the inclusion of Registrable Securities may be sold in such offering would substantially interfere with the United States pursuant to the provisions orderly sale of Rule 144. The Holder shall have five (5) business days to notify such securities which the Company in writing as or others propose to whether the Company is to include the Holder or not include the Holder as part of the registrationregister; provided, however, that if in making any determination under this subparagraph (b) as to the inclusion of the Registrable Securities in any such offering, Registrable Securities shall be registered on a pro-rata basis with any other securities as to which the Company has granted or may in the future grant registration rights. All expenses of any registration and offering of Registrable Securities pursuant to this Section 3 (including, without limitation, registration fees and fees and disbursements of the Company's counsel) shall be underwrittenborne by the Company, in whole except that the Company shall not bear underwrit-ing discounts or in partcommissions attributable to Registrable Securities, the Company may require fees of any separate counsel for the holders of Registrable Securities or related transfer taxes. (b) In the event that the Registrable Securities requested for inclusion pursuant to this Section be included in are not registered through a Piggy-Back registration, the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Company will register all Registrable Securities should be included in such offeringby January 31, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder2000.

Piggy-Back. RegistrationREGISTRATIONS. (a) If at any time after the Closing Date, NetScout shall determine to register for its own account or the account of others under the Securities Act any of the Common Stock (other than (1) on Form S-8 or Form S-4 or their then equivalents relating to shares of Common Stock to be issued solely in connection with any acquisition of any entity or business or issuable in connection with stock option or other employee benefit plans and (2) the Holder Registration Statement), NetScout shall send to each Holder written notice of such determination. The If, within 10 days after NetScout sends such notice, a Holder shall so request in writing, NetScout shall use all reasonable efforts to include in such registration statement all or any part of the Registrable Shares such Holder requests to be registered; PROVIDED, HOWEVER, that NetScout shall have the right to include the Registrable Securities as part of postpone or withdraw any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights effected pursuant to this Section if the Registrable Securities may 2.1 at any time without obligation or liability to any Holder. (b) In connection with any offering under this Section 2.1 involving an underwriting, NetScout shall not be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is required to include any Registrable Shares in such underwriting unless the Holder or not include holders thereof accept the Holder as part terms of the registrationunderwriting as agreed upon between NetScout and the underwriters selected by it; providedPROVIDED, howeverHOWEVER, that if any registration pursuant to this Section shall be underwrittenif, in whole or in partconnection with any offering involving an underwriting of Common Stock to be issued by NetScout, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting managing underwriter shall impose a limitation on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted such Common Stock which may be included in the registration statement because, in its reasonable judgment, the inclusion of such shares would be prejudicial to the public offering, including price, then NetScout shall be obligated to include in such registration statement only such limited portion (if any) of the Registrable Shares with respect to which the Holders have requested inclusion hereunder and the managing underwriter shall approve. The Holders agree and acknowledge that the Registrable Shares held by the Holders shall be the first shares excluded from such registration, and that, for the avoidance of doubt, the Existing Rightsholders shall have senior rights to the Holders with respect to any such piggyback registration. NetScout shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be registered included in the registration. Any exclusion of Registrable Shares held by the underwriter Holders shall be made pro rata among the Holders seeking to include such shares in such offering bears the registration statement, in proportion to the number of Registrable Shares owned by the Holders. The obligations of NetScout under this Section 2.1 may be waived at any time by the written consent of the Holders who hold at least eighty (80%) of the total number of all shares then Registrable Shares held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the HolderHolders.

Piggy-Back. RegistrationRights. (a) If the Company proposes to register any of its Common Shares, any other equity securities or securities convertible into or exchangeable for its equity securities under the Securities Act, whether or not for sale for its own account, in a manner that would permit registration of Registrable Securities for sale for cash to the public under the Securities Act, the Company shall give written notice of such proposal at least thirty (30) days before the anticipated filing date, to each Shareholder. The Holder In the event that the Company elects to file a "universal shelf" registration statement which registers any of the classes of securities referred to in the first sentence of this Section 2.02(a), the Company shall take such steps as would permit the shelf registration statement to be used to permit secondary sales by the Shareholders and shall give written notice of any proposal to make an offering off the shelf registration statement of any class of securities referred to in the first sentence of this Section 2.02(a) at least ten (10) days before, and, if practicable, up to thirty (30) days before, the anticipated offering date, to each Shareholder. Such notices, as applicable, shall specify at a minimum the intended method of distribution of such Common Shares or other securities, the number of Common Shares or other securities proposed to be registered or offered, the proposed filing date of such registration statement or offering date in the case of a shelf takedown, any proposed means of distribution of such Common Shares or other securities and the proposed managing underwriter, if any. Subject to Section 2.03, upon the written request of a Shareholder (the "PIGGYBACK REQUEST"), given within fifteen (15) days after the transmittal of any such written notice by email or facsimile confirmed by mail (which request shall specify the Registrable Securities intended to be disposed of by such Shareholder), the Company will include in the registration statement with respect to such Public Offering, or any prospectus supplement in the case of a shelf takedown, the number of the Registrable Securities referred to in such Shareholder's request; provided, that, any participation in such Public Offering by such Shareholder shall be on substantially the same terms as the Company's participation therein; and provided, further, that the number of Registrable Securities to be included in any such Public Offering shall not exceed the Maximum Number. (b) Any such Shareholder shall have the right to withdraw a request to include the Registrable Securities as part in any Public Offering pursuant to Section 2.02(a), without any liability of such Shareholder by giving written notice to the Company of its election to withdraw such request at any time prior to the proposed effective date of such registration statement. (c) The Company shall not be required to effect any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant under Section 2.02(a) incidental to the provisions registration of Rule 144. The Holder shall have five any equity securities on a Form S-8 or Form S-4 (5or any successor forms). (d) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any No registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, effected under Section 2.02(a) shall relieve the holder, and all other selling stockholders, shall be limited Company of its obligation to registering such proportion effect a registration of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder2.01(a).

Piggy-Back. RegistrationRegistrations. The Holder shall have ---------------------------- If at any time after the right to include the Registrable Securities as part of any registration of securities filed by Effective Date the Company (other than shall determine to register any of its Common Stock under the Securities Act, whether in connection with a transaction contemplated public offering by the Company, a public offering by shareholders, or both, including, without limitation, by means of any shelf registration pursuant to Rule 145(a) promulgated 415 under the Securities Act or pursuant any similar rule or regulation, but other than a Required Registration or a registration to Form S-8) implement an employee benefit or dividend reinvestment plan or effect a business combination, the Company shall promptly give written notice thereof to the registered holders of Registrable Securities and must be notified in writing shall use its reasonable efforts to effect the registration under the Securities Act of such filingRegistrable Securities as may be requested in a writing delivered to the Company within 30 days after such notice by such holders as well as to include such Registrable Securities in any notifications, registrations or qualifications under any state securities laws which shall be made or obtained with respect to the securities being registered by the Company; provided, however, that (a) any distribution of Registrable Securities pursuant to such registration shall be managed by the Holder agrees it investment banking firm, if any, managing the distribution of the securities being offered by the Company on the same terms as all other securities to be registered, and (b) the Company shall not have any piggy-back registration rights pursuant to be required under this Section 3(b) to include Registrable Securities in any registration of securities if the Company shall have been advised by the investment banking firm managing the offering of the securities proposed to be registered by the Company or others that the inclusion of Registrable Securities may be sold in such offering would interfere with the United States pursuant to the provisions orderly sale of Rule 144. The Holder shall have five (5) business days to notify such securities which the Company in writing as or others propose to whether the Company is to include the Holder or not include the Holder as part of the registrationregister; provided, however, that if in making any registration pursuant to determination under this Section shall be underwritten, in whole or in part, 3(b) as to the Company may require that inclusion of the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in any such offering, or no such shares should be included, the holder, and all other selling stockholders, Registrable Securities shall be limited registered on a pro-rata basis with any other securities as to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter Company has granted or may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any future grant registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holderrights.

Piggy-Back. RegistrationREGISTRATION. The ----------------------------------------- If Borrower proposes to register any of its capital stock under the 1933 Act in connection with the public offering of such securities for its own account or for the account of its security holders, other than Holders of Registrable Securities pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration relating solely to the sale of securities to participants in Borrower's stock plans or employee benefit plans or (ii) a registration relating solely to an transaction for which Form S-4 may be used, then: (a) Borrower shall give written notice of such determination to each Holder of Registrable Securities, and each such Holder shall have the right to include request, by written notice given to Borrower within 15 days of the date that such written notice was mailed by Borrower to such Holder, that a specific number -------------------------------------------------------------------------------- 35 Agreement (Continued) -------------------------------------------------------------------------------- of Registrable Securities held by such Holder be included in the Piggy-Back Registration Statement (and related underwritten offering, if any); (b) If the Piggy-Back Registration Statement relates to an underwritten offering, the notice given to each Holder shall specify the name or names of the managing underwriter or underwriters for such offering. In addition, such notice shall also specify the number of securities to be registered for the account of Borrower and for the account of its shareholders (other than the Holders of Registrable Securities), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Securities to be included therein must agree (i) to sell such Holder's Registrable Securities on the same basis as provided in the underwriting arrangement approved by Borrower, and (ii) to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any portion of the Registrable Securities in such offering would materially adversely affect the ability of the underwriters for such offering to sell all of the securities requested to be included for sale in such offering at the best price obtainable therefor, the aggregate number of Registrable Securities that may be sold by the Holders shall be limited to such number of Registrable Securities, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect as part of any registration provided below. If the number of securities filed proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included in the offering, first, up to the maximum number of securities to be sold by Borrower for its own account and for the Company account of other stockholders (other than Holders of Registrable Securities), as they may agree among themselves, and second, as to the balance, if any, Registrable Securities requested to be included therein by the Holders thereof (pro rata as between such Holders based upon the number of Registrable Securities initially proposed to be registered by each), or in connection with a transaction contemplated by Rule 145(a) promulgated under such other proportions as the Act managing underwriter or pursuant to Form S-8) and must be notified in writing of such filingunderwriters for the offering may require; provided, however, that in the Holder agrees it event that the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering pursuant to the terms and conditions set forth above and the Piggy-Back Registration Statement is a result of public offering by Borrower of its securities for its own account, there shall not be included in the offering, first, up to the maximum number of securities to be sold by Borrower for its own account and second, as to the balance, if any, securities to be sold for the account of Borrower's stockholders (both the Holders of Registrable Securities requested and such other stockholders of Borrower requested to be included therein) on a pro rata basis; (e) Holders of Registrable Securities shall have the right to withdraw their Registrable Securities from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Securities; (f) The exercise of the registration rights of the Holders with respect to any specific underwritten offering shall be subject to a 90-day delay at the request of the managing underwriter; -------------------------------------------------------------------------------- 36 Agreement (Continued) -------------------------------------------------------------------------------- (g) The Holders will advise Borrower at the time a registration becomes effective whether the Registrable Securities included in the registration will be underwritten or sold directly by the Holders; (h) If an underwriter requests a reasonable lock-up period of Borrower and/or all sellers of Borrower's registered securities, the Holders will agree to such lock-up, provided that this provision shall be limited to persons or groups that hold ten percent (10%) or more of the Registrable Securities Then Outstanding; and (i) All demand and piggy-back registration rights pursuant to this Section if of the Holders shall terminate when all of the Registrable Securities Then Outstanding may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder144(k).

Piggy-Back. RegistrationREGISTRATION. If the Company proposes to register any of its capital stock under the 1933 Act in connection with the public offering of such securities for its own account or for the account of its security holders, other than Holders of Registrable Securities pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration relating solely to the sale of securities to participants in the Company's stock or stock option plans or employee benefit plans or (ii) a registration relating solely to a transaction for which Form S-4 may be used, then: (a) The Company shall give written notice of such determination to each Holder of Registrable Securities, and each such Holder shall have the right to include request, by written notice given to the Company within 15 days of the date that such written notice was mailed by the Company to such Holder, that a specific number of Registrable Securities held by such Holder be included in the Piggy-Back Registration Statement (and related underwritten offering, if any) and the states in which such Registrable Securities are to be sold; (b) If the Piggy-Back Registration Statement relates to an underwritten offering, the notice given to each Holder shall specify the name or names of the managing underwriter or underwriters for such offering. In addition, such notice shall also specify the number of securities to be registered for the account of the Company and for the account of its shareholders (other than the Holders of Registrable Securities), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Securities to be included therein must agree (i) to sell such Holder's Registrable Securities on the same basis as provided in the underwriting arrangement approved by the Company, and (ii) to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, lock-up agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any portion of the Registrable Securities in such offering would materially adversely affect the ability of the underwriters for such offering to sell all of the securities requested to be included for sale in such offering at the best price obtainable therefor, the aggregate number of Registrable Securities that may be sold by the Holders shall be limited to such number of Registrable Securities, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect as part of any registration provided below. If the number of securities filed proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included in the offering, first, up to the maximum number of securities to be sold by the Company for its own account and for the account of other stockholders (other than Holders of Registrable Securities), as they may agree among themselves, and second, as to the balance, if any, Registrable Securities requested to be included therein by the Holders thereof (pro rata as between such Holders based upon the number of Registrable Securities initially proposed to be registered by each), or in connection with a transaction contemplated by Rule 145(a) promulgated under such other proportions as the Act managing underwriter or pursuant to Form S-8) and must be notified in writing of such filingunderwriters for the offering may require; provided, however, that in the Holder agrees it shall not have any piggy-back registration rights pursuant event that the number of securities proposed to this Section if be sold in such underwritten offering exceeds the Registrable Securities number of securities that may be sold in the United States such offering pursuant to the provisions terms and conditions set forth above and the Piggy-Back Registration Statement is a result of Rule 144. The Holder shall have five (5) business days to notify public offering by the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; providedits securities for its own account, however, that if any registration pursuant to this Section there shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on offering, first, up to the same terms maximum number of securities to be sold by the Company for its own account and conditions second, as to the balance, if any, securities otherwise being to be sold through for the underwriters. If in the good faith judgment account of the underwriter evidenced in writing of such offering only a limited number Company's stockholders (both the Holders of Registrable Securities should requested and such other stockholders of the Company requested to be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion therein) on a pro rata basis; (e) Holders of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw their Registrable Securities from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Securities; (f) The exercise of the registration rights of the Holders with respect to any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section specific underwritten offering shall be paid by subject to a 90-day delay at the Companyrequest of the managing underwriter; All piggyback registration rights of the Holders shall terminate when all of the Registrable Securities Then Outstanding may be sold pursuant to Rule 144(k). The Holders shall pay all underwriting fees and discounts on their Registrable Securities, exclusive of underwriting discounts, commissions and legal as well as the fees and expenses for counsel to the Holderof their counsel.

Piggy-Back. RegistrationRights. (a) If the Company proposes to register any of its Common Shares, any other equity securities or securities convertible into or exchangeable for its equity securities under the Securities Act, whether or not for sale for its own account, in a manner that would permit registration of Registrable Securities for sale for cash to the public under the Securities Act, the Company shall give written notice of such proposal at least thirty (30) days before the anticipated filing date, to each Shareholder. The Holder In the event that the Company elects to file a "universal shelf registration statement which registers any of the classes of securities referred to in the first sentence of this Section 2.02(a), the Company shall take such steps as would permit the shelf registration statement to be used to permit secondary sales by the Shareholders and shall give written notice of any proposal to make an offering off the shelf registration statement of any class of securities referred to in the first sentence of this Section 2.02(a) at least ten (10) days before, and, if practicable, up to thirty (30) days before, the anticipated offering date, to each Shareholder. Such notices, as applicable, shall specify at a minimum the intended method of distribution of such Common Shares or other securities, the number of Common Shares or other securities proposed to be registered or offered, the proposed filing date of such registration statement or offering date in the case of a shelf takedown, any proposed means of distribution of such Common Shares or other securities and the proposed managing underwriter, if any. Subject to Section 2.03, upon the written request of a Shareholder (the "PIGGYBACK REQUEST"), given within fifteen (15) days after the transmittal of any such written notice by email or facsimile confirmed by mail (which request shall specify the Registrable Securities intended to be disposed of by such Shareholder), the Company will include in the registration statement with respect to such Public Offering, or any prospectus supplement in the case of a shelf takedown, the number of the Registrable Securities referred to in such Shareholder's request; provided, that, any participation in such Public Offering by such Shareholder shall be on substantially the same terms as the Company's participation therein; and provided, further, that the number of Registrable Securities to be included in any such Public Offering shall not exceed the Maximum Number. (b) Any such Shareholder shall have the right to withdraw a request to include the Registrable Securities as part in any Public Offering pursuant to Section 2.02(a), without any liability of such Shareholder by giving written notice to the Company of its election to withdraw such request at any time prior to the proposed effective date of such registration statement. (c) The Company shall not be required to effect any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant under Section 2.02(a) incidental to the provisions registration of Rule 144. The Holder shall have five any equity securities on a Form S-8 or Form S-4 (5or any successor forms). (d) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any No registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, effected under Section 2.02(a) shall relieve the holder, and all other selling stockholders, shall be limited Company of its obligation to registering such proportion effect a registration of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder2.01(a).

Piggy-Back. Registration. The Holder If the Company proposes to register -------------------------- any of its securities under the Securities Act for sale to the public at any time during the Registration Period, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Shares for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Shares of its intention so to do. Upon the written request of any such holder, received by the Company within 20 days after the giving of any such notice by the Company, to register any of its Restricted Shares, the Company will, subject as provided below, cause the Restricted Shares as to which registration shall have been so requested to be included in the right securities to include be covered by the Registrable Securities as part of any registration of securities statement proposed to be filed by the Company (Company, all to the extent requisite to permit the sale or other than in connection with a transaction contemplated disposition by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing holder of such filing; provided, however, Restricted Shares so registered. In the event that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section 1.01 shall be underwrittenbe, in whole or in part, the Company may require that the Registrable an underwritten public offering of Equity Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited Company, the number of Registrable Securities should securities to be included in such offeringan underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein as follows: first, or no such shares should be includedall persons (other than the Company, the holder, requesting holders of Restricted Shares and all other selling stockholders, requesting holders of Equity Securities of the Company who are entitled to the benefits of a Contract entered into prior to the date hereof providing for the registration of Equity Securities of the Company) who have requested shares to be registered shall be limited to registering such proportion of their respective shares as shall equal reduced in the proportion manner provided by the Company. In the event that the number of shares requested to be registered after such reduction shall still be in excess of selling stockholders permitted the number of shares recommended to be registered by the underwriter in such offering bears underwriters, then the number of shares shall be further reduced pro rata among the requesting holders of Restricted Shares according to the total number of all shares requested by each such holder to be registered. In the event the number of shares requested to be registered after such reduction shall still be in excess of the number of shares recommended to be registered by the underwriters then held by all selling stockholders desiring to participate in such offering. Those Registrable the number of shares shall be reduced among the requesting holders of Equity Securities which of the Company who are excluded from an underwritten offering pursuant entitled to the benefits of a Contract entered into prior to the date hereof providing for the registration of Equity Securities of the Company in accordance with the applicable Contracts relating to such holders' registration rights. Notwithstanding the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from provisions, the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter Company may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it statement referred to in this Section 1.01 without thereby incurring any liability to the holders of Restricted Shares. There shall be no limit to the number of registrations of Restricted Shares which may be effected under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder1.01.

Piggy-Back. RegistrationRegistrations. The ------------------------- (a) If, at anytime after the earlier of six months after an initial public offering of equity securities of the Company or the release of the lock- up restrictions imposed by Section 1.11 hereof or otherwise imposed by the Company's underwriters in connection with the Company's initial public offering, the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders exercising their registration rights, other than a registration relating solely to employee benefit plans, a registration on Form S-4 relating solely to a Rule 145 transaction or a registration on any registration form which does not permit secondary sales, the Company will: (i) promptly give to each Holder of Registrable Securities written notice thereof (which shall have include the right number of shares the Company or other security holder(s) proposes to register and, if known, the name of the proposed underwriter); and (ii) use its reasonable best efforts to include in such registration all the Registrable Securities as part specified in a written request or requests, made by any Holder within fifteen (15) days after the date of delivery of the written notice from the Company described in clause (i) above. If the managing underwriter advises the Company that marketing considerations require a limitation on the number of shares offered pursuant to any registration of securities filed by statement, then the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under may offer all of the Act securities it proposes to register for its own account or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, the maximum amount that the Holder agrees it shall not have managing underwriter considers saleable and such limitation on any piggy-back remaining securities that may, in the opinion of the managing underwriter, be sold will be imposed pro rata among all stockholders who are entitled to include shares in such registration statement according to the number of Registrable Securities and other securities with comparable rights with respect to registration each such stockholder requested to be included in such registration statement; provided that all other shares without contractual registration rights proposed to be included in such registration are first excluded. (b) The Company shall select the underwriter for an offering made pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering1.3. The Company shall have the right to may, at its option, terminate or withdraw any registration initiated by it under statement filed pursuant to this Section 1.3 prior to the effectiveness thereof. (c) If any Holder disapproves of the terms of the underwriting, such registration. All registration expenses incurred holder may elect to withdraw therefrom by the Company in complying with this Section shall be paid by written notice to the Company, exclusive of underwriting discounts, commissions the underwriter and legal fees and expenses for counsel to the HolderInitiating Holders. The Registrable Securities so withdrawn shall be withdrawn from registration.

Piggy-Back. RegistrationREGISTRATION If the Company at any time proposes to register any shares of Common Stock under the Securities Act on a form and in a manner that would permit registration of Warrant Shares for sale to the public under the Securities Act, it will each such time give prompt written notice to AT&T of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not such registration will be in connection with an underwritten offering of its Common Stock and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting). The Holder Upon the written request of AT&T delivered to the Company within 20 days after such notice shall have been given (which request shall specify the right number of Registrable Shares, excluding any Warrant Shares not yet exercisable under the Warrant, intended to include be disposed of and the intended method of disposition), the Company will use its best efforts to effect the registration under the Securities Act, as expeditiously as is reasonable, of all Registrable Shares that the Company has been so requested to register, to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities as part of any Shares so to be registered under the procedures set forth in this Section 6; PROVIDED, that if the registration of securities filed so proposed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part involved an underwritten offering of the registration; provided, however, that if any registration pursuant securities so to this Section shall be underwritten, in whole or in partregistered, the Company may require that shall use its best efforts to cause the managing underwriter to permit the Registrable Securities Shares requested for inclusion pursuant to this Section be registered to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If other shares in the good faith judgment offering; PROVIDED, HOWEVER, that if the managing underwriter of such underwritten offering selected by the underwriter evidenced Company shall advise the Company in writing of such offering only a limited that, in its judgment, the number of Registrable Securities should securities proposed to be included in such offering, or no such shares should be included, offering by the holder, Company (the "Company Securities") and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted Registrable Shares proposed to be registered by the underwriter included in such offering bears should be limited due to marketing conditions, then the Company will promptly advise AT&T and may require, by written notice to AT&T, that, to the total number of all shares then held by all selling stockholders desiring extent necessary to participate in meet such offering. Those limitation, Registrable Securities which are Shares be excluded from an underwritten such offering pursuant to until after the foregoing provisions completion of this Section (the distribution of such securities by such underwriters; and all other Registrable Securities) shall be withheld from PROVIDED, FURTHER, that the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate postpone or withdraw any registration initiated by it under without obligation to AT&T. For purposes of this Section prior Agreement, "Registrable Securities" means 2/3 of the Warrant Shares issuable upon exercise of the Warrants, taking into account any adjustments, less any Warrant Shares that have been sold to the effectiveness public pursuant to a registration statement or Rule 144 under the Securities Act or, in the opinion of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Company reasonably satisfactory to the Holder, any Warrant Shares that may be sold by such Holder under Rule 144(k) under the Securities Act. Notwithstanding the foregoing, if an Acceleration Event occurs, "Registrable Shares" means all Warrant Shares.

Piggy-Back. RegistrationRights. The Holder If at any time Holdings proposes to register, for its own account or for the account of any shareholder, any Shares on a registration statement on Form X-x, X-0 or F-3 (or Form X-x, X-0 or S-3) under the Securities Act for purposes of a public offering of such Shares, other than pursuant to a Demand Request, then Holdings shall give prompt written notice of such proposal, including the intended method of distribution of such Shares, to each Rightholder Subject to Section 1.3, upon the written request (a “Piggy-Back Request”) of any Rightholder, given within fifteen (15) calendar days after the transmittal of any such written notice, Holdings will use its reasonable efforts to include in such public offering any or all of the Registrable Shares then held by the Rightholder Group of which such Rightholder is a member to the extent necessary to permit the sale of such Registrable Shares pursuant to the intended method of distribution; provided that any participation in such public offering by a Rightholder shall be on substantially the same terms as Holdings’ and each other shareholders’ participation therein; and provided further, that the total number of Shares to be included in any such public offering shall not exceed the Maximum Number, and Shares shall be allocated to give effect to this proviso as provided in Section 1.3. Bowenvale may, on behalf of a Rightholder in accordance with Section 1.9, deliver to Holdings a Piggy-Back Request specifying which Rightholder has exercised its right to require Bowenvale to deliver such Piggy-Back Request. Any Rightholder shall have the right to include the Registrable Securities as part withdraw a Piggy-Back Request by giving written notice to Holdings of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant its election to Form S-8) and must be notified in writing of withdraw such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have request at least five (5) business days prior to notify the Company proposed filing date of such registration statement. Each Piggy-Back Request by a Rightholder shall specify the members of its Rightholder Group whose Registrable Shares are to be included in writing as the registration and the number of such shares for each such member. Holdings shall be entitled to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if select any underwriter in a registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder1.2.

Piggy-Back. RegistrationRights. If the Company proposes to register any ------------------- shares of Common Stock for itself or any of its stockholders (the "Existing -------- Holders") under the Securities Act on a Registration Statement on Form S-1, Form ------- S-2 or Form S-3 (or an equivalent general registration form then in effect) for purposes of a Public Offering of such shares, the Company shall give written notice of such proposal at least ten (10) business days before the anticipated filing date, which notice shall include the intended method of distribution of such shares, to the Shareholder Representative. Such notice shall specify at a minimum the number of shares of Common Stock proposed to be registered, the proposed filing date of such Registration Statement, any proposed means of distribution of such shares and the proposed managing underwriter, if any. Subject to Section 2.6, upon the written request of any Shareholder given within five business days after the receipt of any such written notice by facsimile confirmed by mail (which request shall specify the Registrable Securities intended to be disposed of by such Shareholder), the Company will use its commercially reasonable efforts to include in such Public Offering the Registrable Securities referred to in the Shareholder's request; provided, -------- however, that any participation in such Public Offering by any Shareholder shall ------- be on substantially the same terms as the Company's (or its other stockholders') participation therein; and provided further that the amount of Registrable -------- ------- Securities to be included in any such Public Offering shall not exceed the maximum number which the managing underwriter of such Public Offering considers in its reasonable commercial judgment to be appropriate based on market conditions and other relevant factors (the "Maximum Number"). The Holder Shareholders -------------- shall have the right to withdraw a request to include the Registrable Securities as part of in any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights Public Offering pursuant to this Section if 2.4 by giving written notice to the Company of its election to withdraw such request at least two (2) business days prior to the proposed effective date of such Registration Statement. In connection with any exercise of rights under this Section 2.4, the registration under the Securities Act of the Registrable Securities to be included therein may be sold in by means of the United States shelf Registration Statement filed pursuant to Section 2.1, rather than a separate registration statement filed to register the provisions shares to be sold for the account of Rule 144. The Holder shall have five (5) business days to notify the Company in writing or any Existing Holders, so long as to whether the Company is to include the Holder or not include the Holder as part rights of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring Shareholders to participate in such offering. Those Registrable Securities which the Public Offering being effected under Section 2.4 are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary thereby prejudiced or impaired in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holdermaterial respect.

Piggy-Back. Registration. The Holder If Company at any time proposes to ------------------------ register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or any successor or similar forms thereto and other than pursuant to a registration under Section 3), each such time it will give written notice to all holders of outstanding Registrable Shares of its intention to do so. Upon the written request of any such holder, received by Company within twenty (20) days after the giving of any such notice by Company, to register any of its Registrable Shares, Company will, except as provided below, cause the Registrable Shares as to which registration shall have been so requested to be included in the right securities to include be covered by the Registrable Securities as part of any registration of securities statement proposed to be filed by Company, all to the Company (extent requisite to permit the sale or other than in connection with a transaction contemplated disposition by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing holder of such filing; provided, however, Registrable Shares so registered. In the event that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section 2 shall be underwrittenbe, in whole or in part, an underwritten public offering of securities, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should securities to be included in such offeringan underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein as follows: First, or no such shares should be includedall persons (other than Company, the holderrequesting holders of Registrable Shares, the requesting holders of BAM Shares and all other selling stockholders, the requesting Stockholders) who have requested shares to be registered shall be limited to registering such proportion of their respective shares as shall equal reduced in the proportion manner provided by Company. In the event that the number of shares requested to be registered after such reduction shall still be in excess of selling stockholders permitted the number of shares recommended to be registered by the underwriter in such offering bears underwriters, then the number of shares shall be further reduced pro rata among the requesting holders of Registrable Shares according to the total number of all shares requested by each such holder to be registered. In the event the number of shares requested to be registered after such reduction shall still be in excess of the number of shares recommended to be registered by the underwriters then held the number of shares shall be reduced among the requesting holders of BAM Shares in accordance with the BAM Registration Rights. In the event the number of shares requested to be registered after such reduction shall still be in excess of the number of shares recommended to be registered by all selling stockholders desiring to participate the underwriters then the number of shares shall be reduced among the requesting Stockholders in such offeringaccordance with Article IV of the Stockholders Agreement. Those Registrable Securities which are excluded from an underwritten offering pursuant to Notwithstanding the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a periodprovisions, not to exceed one hundred eighty (180) days, which the underwriter Company may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it statement referred to in this Section 2 without thereby incurring any liability to the holders of Registrable Shares. There shall be no limit to the number of registrations of Registrable Shares which may be effected under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder2.

Piggy-Back. RegistrationRegistrations. The Holder ------------------------- (a) If the Company shall have determine to register any of its securities, either for its own account or the right account of a security holder or holders exercising their registration rights (subject to the provisions of Section 2), other than a registration relating solely to employee benefit plans or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8S-4, the Company will: (i) Promptly give to each Holder of Registrable Securities written notice thereof (which shall include the number of shares the Company or other security holder proposes to register and, if known, the name of the proposed underwriter); and (ii) Use its best efforts to include in such registration all the Registrable Securities specified in a written request or requests, made by any Holder within twenty (20) days after the date of delivery of the written notice from the Company described in clause (i) above. If the underwriter advises the Company that marketing considerations require a limitation on the number of shares offered pursuant to any registration statement, then the Company may offer all of the securities it proposes to register for its own account and must such limitation on any remaining securities that may, in the opinion of the underwriter, be notified sold will be imposed pro rata among such Holders who requested inclusions of --- ---- Registrable Securities in writing such registration according to the number of Registrable Securities then held by such filingHolders; provided, however, that until October 6, 2001, any such exclusion of Registrable Securities of Xxxxxx Xxxxxxxx, Xxxx Xxxxxxxx and ADC shall be affected such that ADC shall be entitled to include Registrable Securities such that ADC shall be entitled to participate in any such registration at twice the Holder agrees it rate of Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx (by way of example, exclusions of Registrable Securities could occur such that Xxxxxx Xxxxxxxx and Xxxx Xxxxxxxx would be entitled to include 10% of the Registrable Securities held by them and ADC would be entitled to include 20% of the Registrable Securities held by it), provided, further, that in no event, shall any such adjustment as between Xxxxxx Xxxxxxxx, Xxxx Xxxxxxxx and ADC entitle any of the same to any inclusion not have otherwise permitted hereunder or which would result in exclusion of any piggy-back registration rights other Registrable Securities not otherwise provided hereunder. (b) The Company shall select the underwriter for an offering made pursuant to this Section if 3; provided that such underwriter must be reasonably -------- acceptable to the Holders of a majority of the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included registered in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder.

Piggy-Back. RegistrationREGISTRATIONS. The Holder If at any time the Company shall have determine to register for its own account or the account of others under the Securities Act (including pursuant to the Qualified Public Offering, the Initial Public Offering or a demand for registration of any stockholder of the Company other than the Purchasers) any of its equity securities, other than on Form S-8 or Form S-4 or their then equivalents or otherwise relating to shares of Common Stock to be issued solely in connection with any acquisition of any entity or business or shares of Common Stock issuable in connection with stock option or other employee benefit plans, it shall send to each holder of Registrable Shares, including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within ten (10) business days after receipt of such notice, such holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities as part of any registration of securities filed by the Company (other than Shares such holder requests to be registered. If, in connection with any offering involving an underwriting, the managing underwriter shall impose a transaction contemplated by Rule 145(a) promulgated under limitation on the Act or pursuant to Form S-8) and must be notified in writing number of shares of such filingCommon Stock which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such holder has requested inclusion pursuant hereto as may reasonably be determined by the managing underwriters; provided, however, that as between the Holder agrees it Company, other stockholders holding contractual registration rights, and the holders of Registrable Shares, in no event shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may Shares included in such offering be sold limited to less than twenty-five percent (25%) of the aggregate shares offered. Any inclusion of Registrable Shares in the United States pursuant to offering, when the provisions of Rule 144. The Holder shall have five (5) business days to notify managing underwriter has so limited the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should Shares that may be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder.in

Piggy-Back. RegistrationRights. The Holder If the Company registers shares of Common Stock under the Securities Act on a registration statement on Form S-1 or Form S-3 (or an equivalent general registration form then in effect) for purposes of a firm-commitment, underwritten public offering of Common Stock (other than issuances pursuant to any employee benefit plan or agreement, an exercise of Warrants or other rights to acquire Common Stock or any merger, amalgamation, recapitalization, exchange offer or other similar transaction and other than pursuant to Section 2.1), the Company shall give prompt written notice of such offering to each Specified Shareholder who holds of record Registrable Securities. Subject to Section 2.2, upon the written request of any such Specified Shareholder, given within 10 days after the transmittal of any such written notice (which request shall specify the Registrable Securities intended to be disposed of by such Specified Shareholder), the Company will use its reasonable best efforts to include in such Registered Public Offering any or all of the Registrable Securities then owned by such Specified Shareholder (and so specified in such request) to the extent necessary to permit the sale or other disposition of such Registrable Securities by such Specified Shareholder (each, also a "Seller"), provided that any participation in such offering by each Seller shall be on substantially the same terms as the Company's participation therein (to the extent the Company participates therein), and provided, further, that the number of Registrable Securities to be included in any such Registered Public Offering, together with any other shares of Common Stock that the Company wishes to be included for its own or any other Person's account, shall not exceed the Maximum Number, and shares of Common Stock shall be allocated to give effect to this proviso as provided in Section 2.5. Any Seller shall have the right to withdraw a request to include the Registrable Securities as part of in any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights Registered Public Offering pursuant to this Section 2.4 by giving written notice to the Company of its election to withdraw such request, but only if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing receives notice of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, withdrawal at least 15 days before it proposes to price the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to may terminate or withdraw abandon any registration initiated by it under this Section prior proposed Registered Public Offering that is not effected in response to the effectiveness of such registration. All registration expenses incurred by the Company a Demand Request at any time and for any reason in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holderits sole discretion.

Piggy-Back. RegistrationREGISTRATION. The If the Company proposes to register any of its capital stock under the 1933 Act in connection with the public offering of such securities for its own account or for the account of its security Holders, other than Holders of Registrable Shares pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration relating solely to the sale of securities to participants in the Company's stock plans or employee benefit plans or (ii) a registration relating solely to an transaction for which Form S-4 may be used, then: (a) the Company shall give written notice of such determination to each Holder of Registrable Shares, and each such Holder shall have the right to include request, by written notice given to the Registrable Securities as part Company within fifteen (15) days of any registration of securities filed the date that such written notice was mailed by the Company to such Holder, that a specific number of Registrable Shares held by such Holder be included in the Piggy-Back Registration Statement (and related underwritten offering, if any); (b) If the Piggy-Back Registration Statement relates to an underwritten offering, the notice given to each Holder shall specify the name or names of the managing underwriter or underwriters for such offering. In addition, such notice shall also specify the number of securities to be registered for the account of the Company and for the account of its shareholders (other than the Holders of Registrable Shares), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Shares to be included therein must agree (i) to sell such Holder's Registrable Shares on the same basis as provided in connection with a transaction contemplated the underwriting arrangement approved by Rule 145(athe Company, and (ii) promulgated to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, underwriting agreements and other documents required under the Act or pursuant to Form S-8) and must be notified in writing terms of such filingunderwriting arrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any portion of the Registrable Shares in such offering would materially adversely affect the ability of the underwriters for such offering to sell all of the securities requested to be included for sale in such offering at the best price obtainable therefor, the aggregate number of Registrable Shares that may be sold by the Holders shall be limited to such number of Registrable Shares, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect as provided below. If the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included in the offering, first, up to the maximum number of securities to be sold by the Company for its own account and for the account of other stockholders (other than Holders of Registrable Shares), as they may agree among themselves, and second, as to the balance, if any, Registrable Shares requested to be included therein by the Holders thereof (pro rata as between such Holders based upon the number of Registrable Shares initially proposed to be registered by each), or in such other proportions as the managing underwriter or underwriters for the offering may require; provided, however, that in the Holder agrees it event that the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering pursuant to the terms and conditions set forth above and the Piggy-Back Registration Statement is a result of public offering by the Company of its securities for its own account, there shall not be included in the offering, first, up to the maximum number of securities to be sold by the Company for its own account and second, as to the balance, if any, securities to be sold for the account of the Company's stockholders (both the Holders of Registrable Shares requested and such other stockholders of the Company requested to be included therein) on a pro rata basis; (e) Holders of Registrable Shares shall have any the right to withdraw their Registrable Shares from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Shares; (f) The Holders will advise the Company at the time a registration becomes effective whether the Registrable Shares included in the registration will be underwritten or sold directly by the Holders; (g) All demand and piggy-back registration rights pursuant to this Section if of the Holders shall terminate when all of the Registrable Securities Shares then outstanding may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder144(k).

Piggy-Back. RegistrationRegistrations. (a) If, at any time within three (3) years after the Effective Time of the Merger, the Company proposes or is required to register any shares of its Common Stock under the Securities Act (other than pursuant to Section 2.1) on a registration statement on Form S-1, Xxxx X-0 xx Form S-3, whether or not for its own account, the Company, on each such occasion, shall give prompt written notice of its intention to do so to the Shareholder. The Holder Upon the written request of the Shareholder made within fifteen (15) days following the receipt of any such written notice (which request shall have the right to include specify the Registrable Securities as part intended to be disposed of by each Holder), the Company shall, subject to Sections 2.2(b), 2.3, 2.4, 2.5 and 2.7 hereof, use its best efforts to cause all Registrable Securities requested by the Shareholder to be included in such registration under the Securities Act (with the securities which the Company at the time proposes to register) to permit the sale or other disposition by the Holders of such Registrable Securities. (i) If, at any time after giving written notice of its intention to register any shares of Common Stock and prior to the effective date of the registration statement filed in connection therewith the Company shall determine for any reason not to register such shares of securities filed Common Stock, the Company shall give written notice to the Shareholder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration. (ii) In case of a determination by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under to delay the Act or pursuant to Form S-8) and must be notified in writing registration of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights shares of its Common Stock pursuant to this Section if 2.2, the Company shall be permitted to delay the registration of Registrable Securities may for the same period as the delay in registering all other equity securities to be sold included in such registration. (iii) The Company shall not be obligated to register any Holder's Registrable Securities pursuant to this Section 2.2 unless the United States sale or other disposition of such Registrable Securities is made pursuant to the provisions same terms, conditions and method of Rule 144. The Holder shall have five (5) business days distribution applicable to notify the securities which the Company in writing as proposes to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if register. (iv) If any registration pursuant to this Section shall be underwritten, in whole or in part2.2 involves an underwritten offering, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate select the investment bankers and underwriters or withdraw managing underwriters to administer the offering, and any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred Registrable Securities requested by the Company Shareholder to be included in complying with this Section any such registration shall be paid offered pursuant to an underwriting agreement with the managing underwriter so selected by the Company, exclusive . (c) The Shareholder shall have the right to withdraw its request for inclusion of underwriting discounts, commissions and legal fees and expenses for counsel to all or any portion of the Holder.Registrable Securities in any registration statement pursuant to

Piggy-Back. RegistrationRegistrations. The Holder shall have the right to include the Registrable Securities as part of --------------------------- (a) If at any registration of securities filed by time the Company (other than shall determine to register any of its Common Stock under the Securities Act, whether in connection with a transaction contemplated public offering by the Company, a public offering by shareholders, or both, including, without limitation, by means of any shelf registration pursuant to Rule 145(a) promulgated 415 under the Securities Act or pursuant any similar rule or regulation, but other than a registration to Form S-8) implement an employee benefit or dividend reinvestment plan, the Company shall promptly give written notice thereof to the Purchaser who shall be a registered holder of Registrable Securities and must be notified in writing shall use its reasonable efforts to effect the registration under the Securities Act of such filingRegistrable Securities as may be requested in a writing delivered to the Company within 30 days after such notice by the Purchaser as well as to include such Registrable Securities in any notifications, registrations or qualifications under any state securities laws which shall be made or obtained with respect to the securities being registered by the Company; provided, however, that (a) any distribution of -------- ------- Registrable Securities pursu-ant to such registration shall be managed by the Holder agrees it investment banking firm, if any, managing the distribution of the securities being offered by the Company on the same terms as all other securities to be registered, and (b) the Company shall not have any piggy-back registration rights pursuant to be required under this Section 3 to include Registrable Securities in any registration of securities if the Company shall have been advised by the investment banking firm managing the offering of the securities proposed to be registered by the Company or others that the inclusion of Registrable Securities may be sold in such offering would substantially interfere with the United States pursuant to the provisions orderly sale of Rule 144. The Holder shall have five (5) business days to notify such securities which the Company in writing as or others propose to whether the Company is to include the Holder or not include the Holder as part of the registrationregister; provided, however, that if in making any determination under this subparagraph (b) as to the inclusion of the Registrable Securities in any such offering, Registrable Securities shall be registered on a pro-rata basis with any other securities as to which the Company has granted or may in the future grant registration rights. All expenses of any registration and offering of Registrable Securities pursuant to this Section shall be underwritten3 (including, in whole or in partwithout limitation, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms registration fees and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment fees and disbursements of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable SecuritiesCompany's counsel) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid borne by the Company, exclusive except that the Company shall not bear underwrit-ing discounts or commissions attributable to Registrable Securities, the fees of underwriting discountsany separate counsel for the holders of Registrable Securities or related transfer taxes. (b) In the event the Company does not participate in "Piggy-Back" registration, commissions and legal fees and expenses for counsel to the Holderall Registrable Securities will be registered by September 19, 1999.

Piggy-Back. RegistrationRights. The Holder If the Company registers shares of Common Stock under the Securities Act on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect) for purposes of a firm-commitment, underwritten public offering of Common Stock (other than issuances pursuant to any employee benefit plan or agreement, an exercise of Warrants or other rights to acquire Common Stock or any merger, amalgamation, recapitalization, exchange offer or other similar transaction and other than pursuant to Section 6.2), the Company shall give prompt written notice of such offering to each Shareholder who holds of record Registrable Securities. Subject to Section 6.3, upon the written request of any such Shareholder, given within 10 days after the transmittal of any such written notice (which request shall specify the Registrable Securities intended to be disposed of by such Shareholder), the Company will use its best efforts to include in such Registered Public Offering any or all of the Registrable Securities then owned by such Shareholder (and so specified in such request) to the extent necessary to permit the sale or other disposition of such Registrable Securities by such Shareholder (each, also a "Seller"), provided that any participation in such offering by each Seller shall be on substantially the same terms as the Company's participation therein (to the extent the Company participates therein), and provided, further, that the number of Registrable Securities to be included in any such Registered Public Offering, together with any other shares of Common Stock that the Company wishes to be included for its own or any other Person's account, shall not exceed the Maximum Number, and shares of Common Stock shall be allocated to give effect to this proviso as provided in Section 6.6. Any Seller shall have the right to withdraw a request to include the Registrable Securities as part of in any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights Registered Public Offering pursuant to this Section 6.5 by giving written notice to the Company of its election to withdraw such request, but only if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing receives notice of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, withdrawal at least 15 days before it proposes to price the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to may terminate or withdraw abandon any registration initiated by it under this Section prior proposed Registered Public Offering that is not effected in response to the effectiveness of such registration. All registration expenses incurred by the Company a Demand Request at any time and for any reason in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holderits sole discretion.

Piggy-Back. RegistrationREGISTRATION. The Holder If at any time the Company shall have determine to register under the right Securities Act (including pursuant to include the Registrable Securities as part a demand of any registration stockholder of securities filed by the Company exercising registration rights) any of its Common Stock (other than except shares to be issued solely in connection with a transaction contemplated by Rule 145(a) promulgated under the Act any acquisition of any entity or business, shares issuable solely upon exercise of stock options, or shares issuable solely pursuant to Form S-8) and must be notified in writing employee benefit plans), it shall send to each holder of Registrable Shares, written notice of such filing; provideddetermination and, howeverif within thirty (30) days after receipt of such notice, that the Holder agrees it such holder shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold so request in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify writing, the Company in writing as to whether the Company is shall use its best efforts to include the Holder in such registration statement all or not include the Holder as any part of the registration; providedRegistrable Shares that such holder requests to be registered, however, except that if any registration pursuant to this Section shall be underwrittenif, in whole or in partconnection with any offering involving an underwriting of Common Stock to be issued by the Company, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting managing underwriter shall impose a limitation on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted such Common Stock included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed among all holders of Common Stock exercising their contractual incidental ("piggy back") right to include such Common Stock in the registration statement as provided below on a PRO RATA basis (according to the number of shares of Common Stock held by such holders that are entitled to such "piggy-back" registration rights). In the event of any such limitation, the Company may include in such registration statement only (i) shares of Common Stock to be registered sold for the Company's account; (ii) Registrable Shares; and (iii) shares of Common Stock the holders of which are entitled to registration pursuant to an agreement with the Company approved by the underwriter Board of Directors; provided, that, in the case of clauses (ii) and (iii) of the preceding sentence, such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) inclusion shall be withheld from on the market by PRO RATA basis hereinabove described. Notwithstanding the holders thereof for a periodforegoing, not no such reduction shall be made with respect to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred securities being offered by the Company in complying with this Section shall be paid for its own account. If any holder of Registrable Shares disapproves of the terms of such underwriting, he may elect to withdraw therefrom by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel written notice to the HolderCompany and the managing underwriter.