Common use of Registration by the Company Clause in Contracts

Registration by the Company. The first time after the date hereof that the Company files a registration statement under the Act not on Form S-8, S-4 or another inappropriate form with the Securities and Exchaxxx Xxxxission to register for sale any of its shares of Common Stock, the Company will include for resale under the Act in the registration statement the Registrable Securities. The Company shall not be required to register for resale any Registrable Securities if at the time of such proposed registration, the Registrable Securities may be sold without any limitation under Rule 144. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering: (A) if the underwriter determines in good faith that marketing factors require the exclusion of all shares held by existing stockholders, no Registrable Securities shall be included in such registration and the right to have Registrable Securities included in the first registration statement filed by the Company shall be deferred to the second registration statement filed by the Company, which deferral may be continued to the third or subsequent registration statement so long as the registration statements are pursuant to underwritten offerings and the underwriter determines in good faith that marketing factors require exclusion of all shares held by existing stockholders; (B) each holder of Registrable Securities ("Holder") shall enter into an underwriting agreement in customary form with the underwriter and provide such information regarding Holder that the underwriter shall reasonably request in connection with the preparation of the prospectus describing such offering, including completion of NASD Questionnaires; and (C) each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Registrable Securities for a period specified by the underwriter not to exceed one hundred eighty (180) days following the effective date of the registration statement, or such lesser period equal to the lockup period required of the Company's officers and directors and other shareholders. The Company may impose stop-transfer instructions with respect to Registrable Securities subject to the foregoing restriction until the end of said lock-up period. Each Holder agrees that any transferee of any Registrable Securities shall be bound by this lock-up agreement and certificates evidencing the Registrable Securities shall include a legend reflecting this agreement (see above).

Registration by the Company. The first time after Commencing on the date hereof Closing Date and for a period of three years thereafter, in the event that the Company files intends to file a registration statement under the Act not on Form S-8, S-4 or another inappropriate form with the Securities and Exchaxxx Xxxxission Exchange Commission under the Securities Act, other than registration statement on Form S-4 or S-8, or successor forms thereto, and registration statements filed but not effective prior to the termination of this Offering, to register for sale any of its shares of Common Stock, the Company will include for resale under the Securities Act in the registration statement the Registrable SecuritiesSecurities of the Holder in accordance with this Section 5.1. The Company shall advise the Holder of the Registrable Securities (such persons being collectively referred to herein as “Holders”) by written notice at least 20 days prior to the filing by the Company with the Securities and Exchange Commission of any other registration statement under the Act covering shares of Common Stock of the Company, except on Forms S-4 or S-8 (or similar successor form) or registration statements filed but not effective prior to the termination of this Offering, and upon the request of any such Holder within ten days after the date of such notice, include in any such registration statement such information as may be required to register for resale permit a public offering of the Holder’s Registrable Securities. Such Holders shall furnish information and indemnification as set forth in elsewhere in this Section 5.1. The Company may withdraw the registration at any Registrable Securities if at the time of such proposed registration, the Registrable Securities may be sold without any limitation under Rule 144time. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offeringoffering of securities sold by the Company or on its behalf: (A) if the underwriter determines in good faith that marketing factors require the exclusion of some or all shares held by existing stockholdersof the Registrable Securities, then the Holders may include in the registration statement no more than the maximum amount, if any, of such Registrable Securities shall that the underwriter believes will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the Holders according to the total amount of securities requested to be included therein owned by the Holders or in such registration and the other proportions as shall mutually be agreed upon by such parties). The Holders’ right to have Registrable Securities included in the first registration statement filed by the Company shall be deferred to the second registration statement filed by the Company, which deferral may be continued to the third or subsequent registration statement so long as the registration statements are pursuant to underwritten offerings and the underwriter determines in good faith that marketing factors require exclusion of some or all shares of the Registrable Securities held by existing stockholders;the Holders; and (B) each holder Holder of Registrable Securities ("Holder") shall enter into an underwriting agreement in customary form with the underwriter and provide such information regarding Holder that the underwriter shall reasonably request in connection with the preparation of the prospectus describing such offering, including completion of NASD FINRA Questionnaires; and (C) each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Registrable Securities for a period specified by the underwriter not to exceed one hundred eighty (180) days following the effective date of the registration statement, or such lesser period equal to the lockup period required of the Company's officers and directors and other shareholders. The Company may impose stop-transfer instructions with respect to Registrable Securities subject to the foregoing restriction until the end of said lock-up period. Each Holder agrees that any transferee of any Registrable Securities shall be bound by this lock-up agreement and certificates evidencing the Registrable Securities shall include a legend reflecting this agreement (see above).

Registration by the Company. The first time after Commencing on the date hereof Closing Date and for a period of three years thereafter, in the event that the Company files intends to file a registration statement under the Act not on Form S-8, S-4 or another inappropriate form with the Securities and Exchaxxx Xxxxission Exchange Commission under the Securities Act, other than registration statement on Form S-4 or S-8, or successor forms thereto, and registration statements filed but not effective prior to the termination of this Offering, to register for sale any of its shares of Common Stock, the Company will include for resale under the Securities Act in the registration statement the Registrable Securities of the Holder in accordance with this Section 5.1. The Company shall advise the Holder of the Registrable Securities (such persons being collectively referred to herein as “Holders”) by written notice at least 20 days prior to the filing by the Company with the Securities and Exchange Commission of any other registration statement under the Act covering shares of Common Stock of the Company, except on Forms S-4 or S-8 (or similar successor form) or registration statements filed but not effective prior to the termination of this Offering, and upon the request of any such Holder within ten days after the date of such notice, include in any such registration statement such information as may be required to permit a public offering of the Holder’s Registrable Securities. The Such Holders shall furnish information and indemnification as set forth in elsewhere in this Section 5.1. For the purpose of the foregoing, inclusion of the Registrable Shares by the Holder in a Registration Statement pursuant to this Section 5.1 under a condition that the offer and/or sale of such Registrable Shares not commence until a date not to exceed 90 days from the effective date of such registration statement shall be deemed to be in compliance with this Section 5.1. Further, the Company shall not be required to register for resale any Registrable Securities if at the time of such proposed registration, the Registrable Securities may be sold without any limitation under Rule 144. The Company may withdraw the registration at any time. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering: (A) if the underwriter determines in good faith that marketing factors require the exclusion of some or all shares held by existing stockholdersof the Registrable Securities, then the Holders may include in the registration statement no more than the maximum amount, if any, of such Registrable Securities shall that the underwriter believes will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the Holders according to the total amount of securities requested to be included therein owned by the Holders or in such registration and the other proportions as shall mutually be agreed upon by such parties). The Holders’ right to have Registrable Securities included in the first registration statement filed by the Company shall be deferred to the second registration statement filed by the Company, which deferral may be continued to the third or subsequent registration statement so long as the registration statements are pursuant to underwritten offerings and the underwriter determines in good faith that marketing factors require exclusion of some or all shares of the Registrable Securities held by existing stockholders;the Holders; and (B) each holder Holder of Registrable Securities ("Holder") shall enter into an underwriting agreement in customary form with the underwriter and provide such information regarding Holder that the underwriter shall reasonably request in connection with the preparation of the prospectus describing such offering, including completion of NASD FINRA Questionnaires; and (C) each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Registrable Securities for a period specified by the underwriter not to exceed one hundred eighty (180) days following the effective date of the registration statement, or such lesser period equal to the lockup period required of the Company's officers and directors and other shareholders. The Company may impose stop-transfer instructions with respect to Registrable Securities subject to the foregoing restriction until the end of said lock-up period. Each Holder agrees that any transferee of any Registrable Securities shall be bound by this lock-up agreement and certificates evidencing the Registrable Securities shall include a legend reflecting this agreement (see above).

Registration by the Company. The first time after Commencing on the date hereof Closing Date and for a period of five years thereafter, in the event that the Company files intends to file a registration statement with the Commission under the Act not Securities Act, other than registration statement on Form S-4 or S-8, S-4 or another inappropriate form with the Securities and Exchaxxx Xxxxission successor forms thereto, to register for sale any of its shares of Common Stock, the Company will include for resale under the Securities Act in the registration statement the Registrable Securities of the Purchaser in accordance with this Section. The Company shall advise the Purchaser of the Registrable Securities (such persons being collectively referred to herein as “Holders”) by written notice at least 20 days prior to the filing by the Company with the Commission of any other registration statement under the Securities Act covering shares of Common Stock of the Company, except on Forms S-4 or S-8 (or similar successor form), and upon the request of any such Holder within ten days after the date of such notice, include in any such registration statement such information as may be required to permit a public offering of the Holder’s Registrable Securities. The Such Holders shall furnish information and indemnification as set forth in elsewhere in this Section 4.5. For the purpose of the foregoing, inclusion of the Registrable Shares by the Holder in a Registration Statement pursuant to this Section 4.5 under a condition that the offer and/or sale of such Registrable Shares not commence until a date not to exceed 90 days from the effective date of such registration statement shall be deemed to be in compliance with this Section. Further, the Company shall not be required to register for resale any Registrable Securities if at the time of such proposed registration, the Registrable Securities may be sold without pursuant to Rule 144 under the Securities Act. The Company may withdraw the registration at any limitation under Rule 144time. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering: (A) if the underwriter determines in good faith that marketing factors require the exclusion of some or all shares held by existing stockholdersof the Registrable Securities, then the Holders may include in the registration statement no more than the maximum amount, if any, of such Registrable Securities shall that the underwriter believes will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the Holders according to the total amount of securities requested to be included therein owned by the Holders or in such registration and the other proportions as shall mutually be agreed upon by such parties). The Holders’ right to have Registrable Securities included in the first registration statement filed by the Company shall be deferred to the second registration statement filed by the Company, which deferral may be continued to the third or subsequent registration statement so long as the registration statements are pursuant to underwritten offerings and the underwriter determines in good faith that marketing factors require exclusion of some or all shares of the Registrable Securities held by existing stockholders;the Holders; and (B) each holder Holder of Registrable Securities ("Holder") shall enter into an underwriting agreement in customary form with the underwriter and provide such information regarding Holder that the underwriter shall reasonably request in connection with the preparation of the prospectus describing such offering, including completion of NASD Questionnaires; and (C) each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Registrable Securities for a period specified by the underwriter not to exceed one hundred eighty (180) days following the effective date of the registration statement, or such lesser period equal to the lockup period required of the Company's officers and directors and other shareholders. The Company may impose stop-transfer instructions with respect to Registrable Securities subject to the foregoing restriction until the end of said lock-up period. Each Holder agrees that any transferee of any Registrable Securities shall be bound by this lock-up agreement and certificates evidencing the Registrable Securities shall include a legend reflecting this agreement (see above)questionnaires.

Registration by the Company. The first If at any time after the date hereof that or from time to time the Company files proposes to file on its behalf a registration statement under the Securities Act not on Form S-8of 1933, S-4 or another inappropriate form as amended (the "Securities Act"), with the Securities and Exchaxxx Xxxxission respect to register for sale any of its shares of Common Stock, the Company will include for resale under the Act in the other than a registration statement the Registrable Securities. The Company shall not be required to register for resale any Registrable Securities if that has been initiated at the time request of such proposed registration, the Registrable Securities may be sold without any limitation under Rule 144. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering: (A) if the underwriter determines in good faith that marketing factors require the exclusion of all shares held by existing stockholders, no Registrable Securities shall be included in such registration and the right to have Registrable Securities included in the first registration statement filed by the Company shall be deferred to the second registration statement filed by the Company, which deferral may be continued to the third or subsequent registration statement so long as the registration statements are pursuant to underwritten offerings and the underwriter determines in good faith that marketing factors require exclusion of all shares held by existing stockholders; (B) each holder holders of Registrable Securities ("Holder"as defined below) shall enter into an underwriting agreement in customary form with pursuant to Section 1.2 or that has been initiated at the underwriter and provide such information regarding Holder that the underwriter shall reasonably request in connection with the preparation of the prospectus describing holders of securities (other than Registrable Securities) of the Company who have been granted registration rights by the Company which are similar to the rights set forth in Section 1.2, the Company shall in each case give written notice at least thirty (30) days before the anticipated filing date to the Investors and each other holder of shares of Preferred Stock or of shares of Common Stock previously acquired by the conversion of Preferred Stock ("Registrable Securities"). The notice shall offer to include in the filing, subject to reduction as provided below, the number of Registrable Securities held by such offeringholder. If a holder desires to have any of its Registrable Securities registered under this Section 1.1, including completion it shall advise the Company in writing within ten (10) days after receiving the Company's notice, setting forth the number of NASD Questionnaires; and (C) each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Registrable Securities for a period specified which registration is requested. In connection with any registration of any of the Registrable Securities pursuant to this Section 1.1, the Company shall pay all expenses of the registration and the related offering, including, without limitation, any and all special audits, legal and accounting fees and disbursements (including reasonable fees and disbursements of one legal counsel designated to represent all holders of Registrable Securities and selected by the underwriter not to exceed one hundred eighty (180) days following holders of a majority of the effective date Registrable Securities being registered), blue sky fees and expenses, printing costs and related disbursements arising out of the preparation, filing, amending and supplementing of the registration statement, or but not including brokers' and underwriters' discounts and commissions which shall be paid by the holders of the Registrable Securities being registered. Neither the delivery of the notice by the Company nor the request by the holders of Registrable Securities shall in any way obligate the Company to file a registration statement and, notwithstanding such lesser period equal filing, the Company may, at any time prior to the lockup period required effective date thereof, determine not to offer the securities to which the registration statement relates without liability to any holder of Registrable Securities. No registration of any of the Registrable Securities effected under this Section 1.1 shall relieve the Company of its obligation to effect registration of any of the Registrable Securities upon the request of a holder pursuant to the provisions of Section 1.2 below. If the managing underwriter of an underwritten registration under this Section 1.1 gives the Company its written opinion that the total number of securities proposed or requested to be included in the registration exceeds the number of securities that can be sold without adversely affecting the marketing of the securities, the Company shall be entitled to limit the number of securities to be included in the registration and shall include the securities in the registration in the following order of priority: first, all securities the Company proposes to sell; second, to the extent of any balance, up to the full number of securities requested to be included in the registration by the holders of Registrable Securities and by other holders of the Company's officers securities who have been granted registration rights by the Company (allocated pro rata among each such holder on the basis of the number of such securities owned by all such holders); and directors and other shareholders. The Company may impose stop-transfer instructions with respect to Registrable Securities subject third, to the foregoing restriction until the end of said lock-up period. Each Holder agrees that any transferee extent of any Registrable Securities balance but only if permitted by the Company, up to the full number of any other securities requested to be included by other holders of securities (allocated among such holders in such proportions as the Company and such holders may agree). In the event that the managing underwriter advises the Company that an underwriters' overallotment option is necessary or advisable, the preceding priority shall apply to the determination of which securities are to be bound by this lock-up agreement and certificates evidencing included in the Registrable Securities shall include a legend reflecting this agreement (see above)primary portion of such registration and, if necessary, the overallotment portion of such registration.

Registration by the Company. The first If at any time after the date hereof that or from time to time the Company files proposes to file on its behalf a registration statement under the Securities Act not on Form S-8of 1933, S-4 or another inappropriate form as amended (the "Securities Act"), with the Securities and Exchaxxx Xxxxission respect to register for sale any of its shares of Common Stock, the Company will include for resale under the Act in the other than a registration statement the Registrable Securities. The Company shall not be required to register for resale any Registrable Securities if that has been initiated at the time request of such proposed registration, the Registrable Securities may be sold without any limitation under Rule 144. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering: (A) if the underwriter determines in good faith that marketing factors require the exclusion of all shares held by existing stockholders, no Registrable Securities shall be included in such registration and the right to have Registrable Securities included in the first registration statement filed by the Company shall be deferred to the second registration statement filed by the Company, which deferral may be continued to the third or subsequent registration statement so long as the registration statements are pursuant to underwritten offerings and the underwriter determines in good faith that marketing factors require exclusion of all shares held by existing stockholders; (B) each holder holders of Registrable Securities ("Holder"as defined below) shall enter into an underwriting agreement in customary form with pursuant to Section 1.2 or that has been initiated at the underwriter and provide such information regarding Holder that the underwriter shall reasonably request in connection with the preparation of the prospectus describing holders of securities (other than Registrable Securities) of the Company who have been granted registration rights by the Company which are similar to the rights set forth in Section 1.2, the Company shall in each case give written notice at least thirty (30) days before the anticipated filing date to the Investors and each other holder of shares of Preferred Stock or of shares of Common Stock previously acquired by the conversion of Preferred Stock or the exercise of the Warrant ("Registrable Securities"). The notice shall offer to include in the filing, subject to reduction as provided below, the number of Registrable Securities held by such offeringholder. If a holder desires to have any of its Registrable Securities registered under this Section 1.1, including completion it shall advise the Company in writing within ten (10) days after receiving the Company's notice, setting forth the number of NASD Questionnaires; and (C) each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Registrable Securities for a period specified which registration is requested. In connection with any registration of any of the Registrable Securities pursuant to this Section 1.1, the Company shall pay all expenses of the registration and the related offering, including, without limitation, any and all special audits, legal and accounting fees and disbursements (including reasonable fees and disbursements of one legal counsel designated to represent all holders of Registrable Securities and selected by the underwriter not to exceed one hundred eighty (180) days following holders of a majority of the effective date Registrable Securities being registered), blue sky fees and expenses, printing costs and related disbursements arising out of the preparation, filing, amending and supplementing of the registration statement, or but not including brokers' and underwriters' discounts and commissions which shall be paid by the holders of the Registrable Securities being registered. Neither the delivery of the notice by the Company nor the request by the holders of Registrable Securities shall in any way obligate the Company to file a registration statement and, notwithstanding such lesser period equal filing, the Company may, at any time prior to the lockup period required effective date thereof, determine not to offer the securities to which the registration statement relates without liability to any holder of Registrable Securities. No registration of any of the Registrable Securities effected under this Section 1.1 shall relieve the Company of its obligation to effect registration of any of the Registrable Securities upon the request of a holder pursuant to the provisions of Section 1.2 below. If the managing underwriter of an underwritten registration under this Section 1.1 gives the Company its written opinion that the total number of securities proposed or requested to be included in the registration exceeds the number of securities that can be sold without adversely affecting the marketing of the securities, the Company shall be entitled to limit the number of securities to be included in the registration and shall include the securities in the registration in the following order of priority: first, all securities the Company proposes to sell; second, to the extent of any balance, up to the full number of securities requested to be included in the registration by the holders of Registrable Securities and by other holders of the Company's officers securities who have been granted registration rights by the Company (allocated pro rata among each such holder on the basis of the number of such securities owned by all such holders); and directors and other shareholders. The Company may impose stop-transfer instructions with respect to Registrable Securities subject third, to the foregoing restriction until the end of said lock-up period. Each Holder agrees that any transferee extent of any Registrable Securities balance but only if permitted by the Company, up to the full number of any other securities requested to be included by other holders of securities (allocated among such holders in such proportions as the Company and such holders may agree). In the event that the managing underwriter advises the Company that an underwriters' overallotment option is necessary or advisable, the preceding priority shall apply to the determination of which securities are to be bound by this lock-up agreement and certificates evidencing included in the Registrable Securities shall include a legend reflecting this agreement (see above)primary portion of such registration and, if necessary, the overallotment portion of such registration.

Registration by the Company. The first If at any time after the date hereof that or from time to time the Company files shall propose to file on its behalf or on behalf of any of its security holders a registration statement under the Securities Act not on Form S-8S-1, S-4 X-0 xx S-3 (or another inappropriate form on any other Form for the general registration of securities) with the Securities and Exchaxxx Xxxxission respect to register any class of equity securities (or any class of securities convertible into or exchangeable or exercisable for sale any such equity securities), other than a registration relating solely to a Rule 145 transaction, a registration of its shares of Common Stockto be issued pursuant to an employee benefit plan or a registration on Form S-3 relating solely to a dividend reinvestment plan, the Company will shall in each case: (i) promptly give written notice to each Holder at least thirty (30) days before the anticipated filing date, indicating the proposed offering price and describing the plan of distribution; (ii) include in such registration (and any related qualification under blue sky or other state securities laws or other compliance) for resale under the Act sale by the Holders and, at the request of any Holder, in any underwriting involved therein, all the registration statement Warrant Shares specified by any Holder or Holders (the "Specified Registrable Securities. The Company shall not be required ") in a written request (the "Registration Request") made within twenty (20) days after receipt of such written notice from the Company, specifying the number or amount of Specified Registrable Securities; and (iii) use its best efforts to register for resale any Registrable Securities if at cause the time managing underwriter(s) of such proposed registration, underwritten offering to permit the Specified Registrable Securities may be sold without any limitation under Rule 144. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering: (A) if the underwriter determines in good faith that marketing factors require the exclusion of all shares held by existing stockholders, no Registrable Securities shall be included in the Registration Statement for such offering on the same terms and conditions as any similar securities of the Company included therein. If the registration and of which the right to have Registrable Securities included in the first registration statement filed by Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders. In such event, the right of any Holder to include Specified Registrable Securities in such registration pursuant to this Section 2(a) shall be deferred conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Specified Registrable Securities in the underwriting to the second registration statement filed by the Company, which deferral may be continued extent provided herein. All Holders proposing to the third or subsequent registration statement so long as the registration statements are pursuant to underwritten offerings and the underwriter determines in good faith that marketing factors require exclusion of all shares held by existing stockholders; (B) each holder of Registrable Securities ("Holder") distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter and provide or underwriters selected for such information regarding Holder that underwriting. If the underwriter shall reasonably request in connection with managing underwriter(s) of such offering advise(s) the preparation Holders of the prospectus describing such offering, including completion of NASD Questionnaires; and (C) each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Specified Registrable Securities for in writing that marketing considerations require a period specified by limitation on the underwriter not securities to exceed one hundred eighty be included in any Registration Statement filed under this Section 2(a) to a certain number of shares (180the "Available Securities"), then (i) days following if such registration is the effective date of the registration statement, or such lesser period equal to the lockup period required first registered offering of the Company's officers and directors and other shareholders. The securities to the public (including the first such registration of STI following the Merger Consummation Date), the Company may impose stop-transfer instructions shall in such case be obligated to such Holders only with respect to such number of Available Securities, and (ii) if such registration is other than such first registered offering, Specified Registrable Securities subject Securities, together with securities of all other selling shareholders to the foregoing restriction until the end of said lock-up period. Each Holder agrees that any transferee of any Registrable Securities be included in such registration, shall be bound by this lock-up agreement and certificates evidencing the Registrable Securities shall include a legend reflecting this agreement not less than fifty percent (see above).50%) of the

Registration by the Company. The first time after Commencing on the Closing date hereof and for a period of three years thereafter, in the event that the Company files intends to file a registration statement under the Act not on Form S-8, S-4 or another inappropriate form with the Securities and Exchaxxx Xxxxission Exchange Commission under the Securities Act, other than registration statement on Form S-4 or S-8, or successor forms thereto, and registration statements filed but not effective prior to the termination of this Offering, to register for sale any of its shares of Common Stock, the Company will include for resale under the Securities Act in the registration statement the Registrable SecuritiesSecurities of the Holder in accordance with this Section 5.1. The Company shall advise the Holder of the Registrable Securities (such persons being collectively referred to herein as “Holders”) by written notice at least 20 days prior to the filing by the Company with the Securities and Exchange Commission of any other registration statement under the Act covering shares of Common Stock of the Company, except on Forms S-4 or S-8 (or similar successor form) or registration statements filed but not effective prior to the termination of this Offering, and upon the request of any such Holder within ten days after the date of such notice, include in any such registration statement such information as may be required to register for resale permit a public offering of the Holder’s Registrable Securities. Such Holders shall furnish information and indemnification as set forth in elsewhere in this Section 5.1. The Company may withdraw the registration at any Registrable Securities if at the time of such proposed registration, the Registrable Securities may be sold without any limitation under Rule 144time. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offeringoffering of securities sold by the Company or on its behalf: (A) if the underwriter determines in good faith that marketing factors require the exclusion of some or all shares held by existing stockholdersof the Registrable Securities, then the Holders may include in the registration statement no more than the maximum amount, if any, of such Registrable Securities shall that the underwriter believes will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the Holders according to the total amount of securities requested to be included therein owned by the Holders or in such registration and the other proportions as shall mutually be agreed upon by such parties). The Holders’ right to have Registrable Securities included in the first registration statement filed by the Company shall be deferred to the second registration statement filed by the Company, which deferral may be continued to the third or subsequent registration statement so long as the registration statements are pursuant to underwritten offerings and the underwriter determines in good faith that marketing factors require exclusion of some or all shares of the Registrable Securities held by existing stockholders;the Holders; and (B) each holder Holder of Registrable Securities ("Holder") shall enter into an underwriting agreement in customary form with the underwriter and provide such information regarding Holder that the underwriter shall reasonably request in connection with the preparation of the prospectus describing such offering, including completion of NASD FINRA Questionnaires; and (C) each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Registrable Securities for a period specified by the underwriter not to exceed one hundred eighty (180) days following the effective date of the registration statement, or such lesser period equal to the lockup period required of the Company's officers and directors and other shareholders. The Company may impose stop-transfer instructions with respect to Registrable Securities subject to the foregoing restriction until the end of said lock-up period. Each Holder agrees that any transferee of any Registrable Securities shall be bound by this lock-up agreement and certificates evidencing the Registrable Securities shall include a legend reflecting this agreement (see above).

Registration by the Company. The first If at any time after the date hereof that or from time to time the Company files shall propose to file on its behalf or on behalf of any Shareholder or Shareholders (as such terms are defined in the Registration Rights Agreement, As Amended) pursuant to the Registration Rights Agreement, As Amended, a registration statement under the Securities Act not on Form S-8F-1, S-4 F-2 or another inappropriate F-3 or similar form of registration with respect to its Ordinary Shares, the Securities and Exchaxxx Xxxxission Company shall in each case give written notice to register for sale the Purchaser at least forty-five (45) days before the anticipated filing date. Such notice shall offer to include in such filing, as the Purchaser may request, the Shares and/or the Issued Option Shares. If the Purchaser desires to have any of its shares Shares and/or Issued Option Shares registered under this Section 12.2, it shall be required so to advise the Company in writing within ten (10) days after the date of Common Stockits receipt of the Company's 62 63 notice, setting forth the number of Shares and/or Issued Option Shares for which registration is so requested. In connection with any registration of any of the Purchaser's Shares and/or Issued Option Shares pursuant to this Section 12.2, the Company will include for resale under the Act in the registration statement the Registrable Securities. The Company shall not be required to register for resale any Registrable Securities if at the time pay all expenses of such proposed registration, the Registrable Securities may be sold without any limitation under Rule 144. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering: (A) if the underwriter determines in good faith that marketing factors require the exclusion of all shares held by existing stockholders, no Registrable Securities shall be included in such registration and the right to have Registrable Securities included in the first registration statement filed by the Company shall be deferred to the second registration statement filed by the Companyrelated offering, which deferral may be continued to the third or subsequent registration statement so long as the registration statements are pursuant to underwritten offerings including, without limitation, any and the underwriter determines in good faith that marketing factors require exclusion of all shares held by existing stockholders; (B) each holder of Registrable Securities ("Holder") shall enter into an underwriting agreement in customary form with the underwriter special audits, legal and provide such information regarding Holder that the underwriter shall reasonably request in connection with the preparation accounting fees and disbursements, blue sky fees and expenses, road show expenses, printing costs and related disbursements arising out of the prospectus describing such offeringpreparation, including completion of NASD Questionnaires; and (C) each Holder hereby agrees that such Holder shall not sellfiling, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Registrable Securities for a period specified by the underwriter not to exceed one hundred eighty (180) days following the effective date amending and supplementing of the registration statement, or except for brokers' and underwriters' discounts and commissions, transfer taxes and counsel for the Purchaser. Neither the delivery of the notice by the Company nor the delivery of the request by the Purchaser shall in any way obligate the Company to file a registration statement and, notwithstanding such lesser period equal filing, the Company may, at any time prior to the lockup period required effective date thereof, determine not to offer the securities to which the registration statement relates without liability to the Purchaser. No registration of any of the Company's officers and directors and other shareholders. The Shares and/or Issued Option Shares effected under this Section 12.2 shall relieve the Company may impose stop-transfer instructions with respect of its obligation to Registrable Securities subject effect registration of any of the Shares and/or Issued Option Shares upon the request of the Purchaser pursuant to the foregoing restriction until the end provisions of said lock-up period. Each Holder agrees that any transferee of any Registrable Securities shall be bound by this lock-up agreement and certificates evidencing the Registrable Securities shall include a legend reflecting this agreement (see Section 12.1 above).

Registration by the Company. The first time after Commencing on the date hereof Closing Date and for a period of five years thereafter, in the event that the Company files intends to file a registration statement under the Act not on Form S-8, S-4 or another inappropriate form with the Securities and Exchaxxx Xxxxission Exchange Commission under the Securities Act of l933 (the “Act”), other than registration statement on Form S-4 or S-8, or successor forms thereto, and registration statements filed but not effective prior to the termination of this Offering, to register for sale any of its shares of Common Stock, the Company will include for resale under the Securities Act in the registration statement the Registrable Securities of the Holder in accordance with this Section 5.1. The Company shall advise the Holder of the Registrable Securities (such persons being collectively referred to herein as “Holders”) by written notice at least 20 days prior to the filing by the Company with the Securities and Exchange Commission of any other registration statement under the Act covering shares of Common Stock of the Company, except on Forms S-4 or S-8 (or similar successor form) or registration statements filed but not effective prior to the termination of this Offering, and upon the request of any such Holder within ten days after the date of such notice, include in any such registration statement such information as may be required to permit a public offering of the Holder’s Registrable Securities. The Such Holders shall furnish information and indemnification as set forth in elsewhere in this Section 5.1. For the purpose of the foregoing, inclusion of the Registrable Shares by the Holder in a Registration Statement pursuant to this Section 5.1 under a condition that the offer and/or sale of such Registrable Shares not commence until a date not to exceed 90 days from the effective date of such registration statement shall be deemed to be in compliance with this Section 5.1. Further, the Company shall not be required to register for resale any Registrable Securities if at the time of such proposed registration, the Registrable Securities may be sold without any limitation under Rule 144. The Company may withdraw the registration at any time. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering: (A) if the underwriter determines in good faith that marketing factors require the exclusion of some or all shares held by existing stockholdersof the Registrable Securities, then the Holders may include in the registration statement no more than the maximum amount, if any, of such Registrable Securities shall that the underwriter believes will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the Holders according to the total amount of securities requested to be included therein owned by the Holders or in such registration and the other proportions as shall mutually be agreed upon by such parties). The Holders’ right to have Registrable Securities included in the first registration statement filed by the Company shall be deferred to the second registration statement filed by the Company, which deferral may be continued to the third or subsequent registration statement so long as the registration statements are pursuant to underwritten offerings and the underwriter determines in good faith that marketing factors require exclusion of some or all shares of the Registrable Securities held by existing stockholders;the Holders; and (B) each holder Holder of Registrable Securities ("Holder") shall enter into an underwriting agreement in customary form with the underwriter and provide such information regarding Holder that the underwriter shall reasonably request in connection with the preparation of the prospectus describing such offering, including completion of NASD Questionnaires; and (C) each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Registrable Securities for a period specified by the underwriter not to exceed one hundred eighty (180) days following the effective date of the registration statement, or such lesser period equal to the lockup period required of the Company's officers and directors and other shareholders. The Company may impose stop-transfer instructions with respect to Registrable Securities subject to the foregoing restriction until the end of said lock-up period. Each Holder agrees that any transferee of any Registrable Securities shall be bound by this lock-up agreement and certificates evidencing the Registrable Securities shall include a legend reflecting this agreement (see above).

Registration by the Company. The first time after (a) In the date hereof that event the Company files shall, at any time subsequent to the issuance of this Warrant, to and including the Expiration Date, determine or propose to register any of its common stock or other securities held by its executive officers and directors or any of its common stock or other securities in connection with a secondary public offering under the Securities Act of 1933, as amended (the "Act") on any form of Registration Statement (other than Forms S-4 or S-8 or any successor form thereto), including amendments and post effective amendments thereto, it will give the Holder of this Warrant, or if this Warrant has been exercised pursuant to the terms hereof, the record holders of all of the Warrant Shares, written notice of its intention to file each such Registration Statement and/or amendments thereto within twenty (20) days prior to the filing of such Registration Statement or amendments thereto. Within a period of fifteen (15) days immediately following the receipt of such notice by the Holder, the Holder may elect (a) in the case of the registration of common stock or securities held by the executive officers and directors of the Company to include up to 500,000 of the Warrant Shares in such proposed registration and (b) in the case of a secondary public offering to include up to 1,000,000 of the Warrant Shares in the proposed registration by giving written notice thereof to the Company specifying the number of Warrant Shares requested to be registered and the intended manner of distribution thereof. Upon receipt of such notice, the Company shall include in its registration, if such registration is completed, all Warrant Shares requested to be registered. If the notice by the Company of its intention to file a registration statement under is given prior to the Act not on Form S-8, S-4 or another inappropriate form with the Securities and Exchaxxx Xxxxission to register for sale any exercise of its shares of Common Stockthis Warrant, the Company will include for resale under the Act in the registration statement the Registrable Securities. The Company Holder shall not be required to register for resale any Registrable Securities if at the time of such proposed registration, the Registrable Securities may be sold without any limitation under Rule 144. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering: (A) if the underwriter determines in good faith that marketing factors require the exclusion of all shares held by existing stockholders, no Registrable Securities shall be included in such registration and the right to have Registrable Securities included in the first registration statement filed by the Company shall be deferred to the second registration statement filed by the Company, which deferral may be continued to the third or subsequent registration statement so long as the registration statements are pursuant to underwritten offerings and the underwriter determines in good faith that marketing factors require exclusion of all shares held by existing stockholders; (B) each holder of Registrable Securities ("Holder") shall enter into an underwriting agreement in customary form with the underwriter and provide such information regarding Holder that the underwriter shall reasonably request in connection with the preparation of the prospectus describing such offering, including completion of NASD Questionnaires; and (C) each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Registrable Securities for a period specified by the underwriter not to exceed one hundred eighty (180) days following exercise this Warrant until the effective date of the Registration Statement. In the event that registration statement, contemplates an underwritten public offering and in the reasonable opinion of the underwriter or underwriters for such lesser period equal offering the inclusion of the Warrant or the Warrant Shares requested to be registered when added to the lockup period required securities being registered by the Company will exceed the maximum amount of the Company's securities which can be marketed without materially and adversely affecting the entire offering, such portion of the Warrant Shares that exceed said maximum amount will be excluded from the offering, provided, however, that in such event any shares of common stock of the securities held by the executive officers and directors of the Company intended to be included in the registration are likewise proportionately excluded from the offering. (b) Any and other shareholders. The Company may impose stop-transfer instructions with respect to Registrable Securities subject all Warrant Shares not registered pursuant to the foregoing restriction until the end terms of said lock-up period. Each Holder agrees that any transferee of any Registrable Securities Section 9.2(a) hereof shall be bound by this lock-up registered upon the mutual agreement of the Company and certificates evidencing the Registrable Securities shall include a legend reflecting this agreement (see above)Holder.

Registration by the Company. The first time after Commencing on the date hereof Closing Date and for a period of three years thereafter, in the event that the Company files intends to file a Registration Statement with the Commission under the Securities Act, other than a registration statement under the Act not on Form S-4 or S-8, S-4 or another inappropriate form with the Securities and Exchaxxx Xxxxission successor forms thereto, to register for sale any of its shares of Common Stock, the Company will include for resale under the Securities Act in the Registration Statement the Registrable Securities of the Holder in accordance with this Section 2. The Company shall advise the Holder of the Registrable Securities (such persons being collectively referred to herein as ‘‘Holders’’) by written notice at least 20 days prior to the filing by the Company with the Commission of any other registration statement under the Securities Act covering shares of Common Stock of the Company, except on Forms S-4 or S-8 (or similar successor form), and upon the request of any such Holder within ten days after the date of such notice, include in any such Registration Statement such information as may be required to permit a public offering of the Holder’s Registrable Securities. The Such Holders shall furnish information and indemnification as set forth in elsewhere in this Agreement. For the purpose of the foregoing, inclusion of the Registrable Shares by the Holder in a Registration Statement pursuant to this Section 2 under a condition that the offer and/or sale of such Registrable Shares not commence until a date not to exceed 90 days from the effective date of such Registration Statement shall be deemed to be in compliance with this Section 2. Further, the Company shall not be required to register for resale any Registrable Securities if at the time of such proposed registration, the Registrable Securities may be sold without any limitation under Rule 144. The Company may withdraw the registration at any time. Notwithstanding the foregoing, if the registration statement Registration Statement filed by the Company is pursuant to an underwritten offering: (Ai) if the underwriter determines in good faith that marketing factors require the exclusion of some or all shares held by existing stockholdersof the Registrable Securities, then the Holders may include in the Registration Statement no more than the maximum amount, if any, of such Registrable Securities shall that the underwriter believes will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the Holders according to the total amount of securities requested to be included therein owned by the Holders or in such registration and the other proportions as shall mutually be agreed upon by such parties). The Holders’ right to have Registrable Securities included in the first registration statement Registration Statement filed by the Company shall be deferred to the second registration statement Registration Statement filed by the Company, which deferral may be continued to the third or subsequent registration statement Registration Statement so long as the registration statements Registration Statements are pursuant to underwritten offerings and the underwriter determines in good faith that marketing factors require exclusion of some or all shares of the Registrable Securities held by existing stockholders;the Holders; and (Bii) each holder Holder of Registrable Securities ("Holder") shall enter into an underwriting agreement in customary form with the underwriter and provide such information regarding Holder that the underwriter shall reasonably request in connection with the preparation of the prospectus describing such offering, including completion of NASD Questionnaires; and (C) each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Registrable Securities for a period specified by the underwriter not to exceed one hundred eighty (180) days following the effective date of the registration statement, or such lesser period equal to the lockup period required of the Company's officers and directors and other shareholders. The Company may impose stop-transfer instructions with respect to Registrable Securities subject to the foregoing restriction until the end of said lock-up period. Each Holder agrees that any transferee of any Registrable Securities shall be bound by this lock-up agreement and certificates evidencing the Registrable Securities shall include a legend reflecting this agreement (see above).

Registration by the Company. The first If at any time after the date hereof that or from time to time the Company files shall propose to file on its behalf or on behalf of any of its security holders (including without limitation pursuant to Section 1(b)) a registration statement under the Securities Act not on Form S-8with respect to any class of Common Stock, S-4 except in connection with (i) an offering relating solely to dividend reinvestment plans or another inappropriate form stock option or other employee benefit plans, (ii) any merger, consolidation or acquisition, (iii) any exchange or tender offer, whether with existing security holders of the Securities Company or any other Person, or (iv) an offering relating solely to convertible securities or units consisting of securities senior to Common Stock and Exchaxxx Xxxxission warrants, options and rights to register for sale any of its shares of acquire Common Stock, the Company will include for resale shall, except to the extent not required to do so pursuant to the provisions of Section 1(d), in each case: (i) promptly give written notice to each Stockholder at least twenty (20) days (or such shorter period as the Company deems reasonable under the Act circumstances) before the anticipated filing date. Such notice shall include the anticipated offering price or range thereof and the plan of distribution; (ii) include in such registration (and any related qualification under blue sky or other state securities laws), and, at the registration statement the Registrable Securities. The Company shall not be required to register for resale request of a Stockholder, in any underwriting involved therein, all Registrable Securities if at specified in a written request or requests, made within ten (10) days after such written notice from the time Company, by any Stockholder; and (iii) use commercially reasonable efforts to cause the managing underwriter or underwriters of such any proposed registration, underwritten offering of any class of Common Stock to permit the Registrable Securities may requested to be sold without any limitation under Rule 144included in the Registration Statement for such offering on the same terms and conditions as the Common Stock of the Company included therein. Notwithstanding the foregoing, if the managing underwriters of such offering deliver a written opinion to the holders of such Registrable Securities that marketing considerations (including, without limitation, pricing) require a limitation on the Registrable Securities included in any Registration Statement filed under this Section 1(a), then, subject to the advice of said managing underwriter or underwriters as to the size and composition of the offering, and subject to the provisions of Section 1(d), such limitation will be imposed pro rata (based upon the relative proposed public offering price of the Registrable Securities proposed to be included) among all holders of Registrable Securities who requested inclusion in the registration statement filed pursuant to this Section 1(a) (except as otherwise provided in Section 1(b)). Except as set forth in the last sentence of this paragraph, the Company will bear all Registration Expenses in connection with any registration pursuant to the provisions of this Section 1(a). Without limiting the generality of the foregoing (but subject to the last sentence of this paragraph), in connection with each Registration Statement required hereunder, the Company will reimburse the holders of Registrable Securities being registered pursuant to such Registration Statement for the reasonable fees and disbursements of not more than one counsel (or more than one counsel if a conflict exists among such selling holders in the exercise of the reasonable judgment of counsel for the selling holders and counsel for the Company, provided that such selling holders shall use commercially reasonable efforts to minimize conflicts of counsel) chosen by the holders of not less than a majority in value (based on the proposed public offering price) of the Registrable Securities being sold. Notwithstanding the foregoing, in connection with any registration of Registrable Securities pursuant to this Section 1(a) on behalf of a Registered Stockholder, the Company shall not be responsible for the fees and disbursements of counsel to such Registered Stockholder and such Registered Stockholder shall reimburse the Company promptly upon request therefor for the registration filing fees paid by the Company is pursuant to an underwritten offering: (A) if the underwriter determines Commission in good faith that marketing factors require respect of the exclusion of all shares held by existing stockholders, no Registrable Securities shall be included in registered on behalf of such registration and the right Registered Stockholder. If any Stockholder desires to have Registrable Securities included in the first registration statement filed by registered under this Section 1(a), it shall be required so to advise the Company shall be deferred to the second registration statement filed by the Company, which deferral may be continued to the third or subsequent registration statement so long as the registration statements are pursuant to underwritten offerings and the underwriter determines in good faith that marketing factors require exclusion of all shares held by existing stockholders; writing within ten (B) each holder of Registrable Securities ("Holder") shall enter into an underwriting agreement in customary form with the underwriter and provide such information regarding Holder that the underwriter shall reasonably request in connection with the preparation of the prospectus describing such offering, including completion of NASD Questionnaires; and (C) each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Registrable Securities for a period specified by the underwriter not to exceed one hundred eighty (18010) days following after the effective date of the registration statement, or such lesser period equal to the lockup period required of the Company's officers and directors and other shareholders. The Company may impose stop-transfer instructions with respect to notice, setting forth the number or amount of Registrable Securities subject for which registration is so requested. Neither the delivery of the notice by the Company nor of the request by any Stockholders shall in any way obligate the Company to file a Registration Statement and, notwithstanding such filing, the Company may, at any time prior to the foregoing restriction until effective date thereof, determine not to offer the end securities to which the registration statement relates without liability to any of said lock-up periodthe Stockholders. Each Holder agrees that any transferee No registration of any Registrable Securities effected under this Section 1(a) shall be bound by this lock-up agreement and certificates evidencing relieve the Company of its obligation to effect registration of Registrable Securities shall include a legend reflecting this agreement (see aboveupon any request made pursuant to the provisions of Section 1(b).

Registration by the Company. The first time after (a) Subject to the date hereof that prior consummation of all aspects of the IPO, which shall be a precondition to any obligation of the Company files a registration statement under hereunder, the Act not on Form S-8, S-4 or another inappropriate form with the Securities and Exchaxxx Xxxxission Company hereby agrees to register for sale any of its include up to shares of Common StockStock beneficially owned by the Affiliate Holder (the “Registered Securities”) for purposes of resale of the Registered Securities under a Registration Statement on Form S-1 (the “Resale Registration Statement”) as follows: (i) The Company shall prepare and file with the SEC a Resale Registration Statement with respect to such Registered Securities and use commercially reasonable efforts to cause such Resale Registration Statement to become effective. (ii) The Company shall prepare and file with the SEC such amendments and supplements to such Resale Registration Statement and the prospectus used in connection with such Resale Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registered Securities. (iii) The Company shall furnish to the Affiliate Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registered Securities owned by them. (iv) The Company shall notify the Affiliate Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act or the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (v) The Company shall cause the Registered Securities registered pursuant hereunder to be listed on a national securities exchange or nationally recognized quotation system on which similar securities issued by the Company are then listed. (b) Notwithstanding the provisions of this Section 2.1, the Company will include shall be entitled to postpone or suspend, for resale under a reasonable period of time, the Act filing, effectiveness or use of, or trading under, the Resale Registration Statement if the Company shall determine that any such filing or the sale of any securities pursuant to such registration statement would, in the registration statement good faith judgment of the Registrable Securities. The Board: (i) Materially impede, delay, or interfere with any material pending or proposed financing, acquisition, corporate reorganization, or other similar transaction involving the Company for which the Board has authorized negotiations; (ii) Materially adversely impair the consummation of any pending or proposed material offering or sale of any class of securities by the Company; or (iii) Require disclosure of material nonpublic information that, if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders. (c) Notwithstanding anything else to the contrary herein, the Company shall not be required to register for resale any Registrable Registered Securities if at hereunder (i) that cannot be registered under the time of such proposed registrationResale Registration Statement after discussions with the SEC, the Registrable Securities may be sold without any limitation under Rule 144. Notwithstanding the foregoing, if the registration statement filed by the Company is pursuant to an underwritten offering: or (Aii) if the underwriter determines Board determines, in good faith its sole discretion, that marketing factors require the exclusion of all shares held by existing stockholders, no Registrable Securities shall be included in such registration and the right to will have Registrable Securities included in the first registration statement filed by the Company shall be deferred to the second registration statement filed by an adverse impact on the Company, which deferral may be continued to the third or subsequent registration statement so long as the registration statements are pursuant to underwritten offerings and the underwriter determines in good faith that marketing factors require exclusion of all shares held by existing stockholders; (B) each holder of Registrable Securities ("Holder") shall enter into an underwriting agreement in customary form with the underwriter and provide such information regarding Holder that the underwriter shall reasonably request in connection with the preparation of the prospectus describing such offering, including completion of NASD Questionnaires; and (C) each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Registrable Securities for a period specified by the underwriter not to exceed one hundred eighty (180) days following the effective date of the registration statement, or such lesser period equal to the lockup period required of the Company's officers and directors and other shareholders. The Company may impose stop-transfer instructions with respect to Registrable Securities subject to the foregoing restriction until the end of said lock-up period. Each Holder agrees that any transferee of any Registrable Securities shall be bound by this lock-up agreement and certificates evidencing the Registrable Securities shall include a legend reflecting this agreement (see above).