Common use of Request for Incidental Registration Clause in Contracts

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) or for the account of any stockholder of the Company other than the Designated HoldersHolders pursuant to Sections 3 and 5 hereof, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such which notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as that each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all its commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have has requested in writing to participate in the Incidental Registration pursuant to this Section 4(a) to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. Prior to the effective date of the Registration Statement with respect to which such Incidental Registration has been requested, immediately upon determination of the price at which such Registrable Securities are to be sold, if such price is below the price which any Designated Holder who requested to participate in the Incidental Registration finds acceptable, such Designated Holder shall then have the right, by written notice to the Company, to withdraw its request to have its Registrable Securities included in such Registration Statement. Any withdrawal of the Registration Statement by the Company for any reason shall constitute and effect an automatic withdrawal of any Incidental Registration related thereto. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Companyset forth below. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders securities that have been requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as in the case may be; of a Company initiated Incidental Registration, or the stockholders who have requested such Incidental Registration, in the case of a stockholder initiated Incidental Registration, second, the such number of Registrable Securities to be offered for the account of the Designated Holders pursuant requested to this Section 4be included in such offering, which Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities owned held by each such Designated Holder; , and third, any other securities of the Company requested by the Company or stockholders to be included in such offering. The Majority Designated Holders may waive any right to participate in an Incidental Registration under this Section 4(a) in respect of any registration on behalf of all holders of Registrable Securities.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder holder of the Company Common Shares (including other than the Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty ten (2010) days Business Days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially its reasonable best efforts (within twenty ten (2010) days Business Days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholderDesignated Holders, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines in good faith that marketing factors require a limitation in the registration of all or part Incidental Registration of the Registrable Securities which the Designated Holders have requested number of shares to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to then the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effectIncidental Registration shall cover, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; and second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If the Company, at any time the Company or from time to time, proposes to file a Registration Statement register any of its shares of Common Stock for its own account under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or registration of shares of Common Stock solely in connection with any successor thereto) or plan for the account acquisition of any stockholder shares of Common Stock by employees of the Company or any dividend reinvestment plan, and other than a registration of shares of Common Stock, the Designated HoldersRegistration Statement pertaining to which does not permit secondary sales or include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities), then the Company shall it will at each such time give written notice of such (given at least 30 days prior to the proposed filing date) describing the proposed registration and distribution to each of the Designated Holders at least twenty (20) of its intention to do so and, upon the written request of each of the Designated Holders, made within 30 days before after the anticipated filing date, and receipt of any such notice (which request shall describe specify the proposed registration and distribution and offer such Designated Holders the opportunity to register the number amount of Registrable Securities as each proposed to be sold by such Designated Holder may request and the intended method of disposition thereof), the Company will, as provided in Section 6, use its best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register by the Designated Holders, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered (each, an "Incidental Registration"). The ; provided, however, that if, at any time after giving written notice of its intention to register any of its shares of Common Stock and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration, the Company shall use all commercially reasonable efforts (within twenty (20) days determine for any reason not to register such shares of Common Stock, the Company may, at its election, give written notice provided for in the preceding sentence) of such determination to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing and, thereupon, shall be relieved from its obligation to participate in the Incidental Registration to include its or his register any Registrable Securities in connection with such offering on Incidental Registration (but not from its obligation to pay the same terms and conditions Registration Expenses in connection therewith), without prejudice, however, to the rights of any Insurance Partners Stockholder to request that such registration be effected as the securities of the Company or the account of such other stockholder, as the case may be, included thereina Demand Registration under Section 3. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offeringunderwriter, or a distribution with the assistance of a selling agent, the Company shall not be required right of any Designated Holder to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include participate in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may Registration shall be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each conditioned upon such Designated Holder; and third, any other securities requested to be included 's participation in such offeringunderwriting or distribution.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "COMPANY OFFERING") or for the account of any stockholder of the Company other than the Designated HoldersHolders (each such Stockholder, a "NON-DESIGNATED STOCKHOLDER" and such offering a "NON-DESIGNATED STOCKHOLDER OFFERING"), then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty ten (2010) days Business Days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental RegistrationINCIDENTAL REGISTRATION"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company UnderwriterCOMPANY UNDERWRITER") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account securities of such other stockholderNon-Designated Stockholders, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersNon-Designated Stockholders, if any, and the Company UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first(i) in the case of a Company Offering: FIRST, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; secondSECOND, the Registrable Securities to be offered for the account of Blackstone Holders and Wassxxxxxxx Xxxders, pro rata based on the number of Registrable Securities then owned by each; and THIRD, any other securities requested to be included in such offering by the Investors and any other Person pro rata based on the number of Registrable Securities then owned by each; and (ii) in the case of a Non-Designated Stockholder Offering: FIRST, the Registrable Securities to be offered for the account of Blackstone Holders pursuant to this Section 4, and Wassxxxxxxx Xxxders pro rata based on the number of Registrable Securities owned by each each; SECOND, all of the securities to be offered for the account of the Company, such Non-Designated Holder; Stockholder and third, the Investors pro rata based on the number of securities then owned by each. Nothing in this Section 4.1 shall create any liability on the part of the Company or any other securities requested person to the Designated Holders if the Company, for any reason, decides not to file a Registration Statement proposed to be included in filed pursuant to this Section 4.1 or to withdraw such offeringRegistration Statement subsequent to its filing, regardless of any action whatsoever that a Designated Holder may have taken, whether as a result of the issuance by the Company of any notice under this Section 4.1 or otherwise.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all its commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then then, subject to the immediately following sentence, only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 44 or securities to be offered for the account of other stockholders of the Company having similar "piggy-back" registration rights to the Designated Holders hereunder pursuant to other similar registration rights agreements, as a group pro rata based on the number of Registrable Securities or similar securities owned by each such Designated Holder; Holder or each such other stockholder of the Company, and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If at At any time after the date hereof until the end of the Effectiveness Period, if (i) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 F-4 or S-8 or any successor thereto), or (ii) or the Company proposes to file a Registration Statement under the Securities Act with respect to an offering for the account of any stockholder shareholder of the Company other than the any Designated HoldersHolder, then in each case the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty fifteen (2015) days before the anticipated filing date, and such notice shall describe specify, at minimum, the proposed registration and date of filing of such Registration Statement, any proposed means of distribution of such Registrable Securities or other securities, any proposed managing underwriter or underwriters of such Registrable Securities or other securities and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to the Company within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholdershareholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersshareholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering by the Company for its own account (other than a Registration Statement on Form F-4 or S-8 or any successor thereto) would materially adversely affect the success price, timing or distribution of the securities offered or the price per security that will derive from such offeringregistration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, (i) all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; second, (ii) the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4SECTION 5, as a group, which Registrable Securities shall be allocated pro rata among such Designated Holders based on the number of Registrable Securities owned requested to be included in such offering by each such Designated Holder; Holder and third, any (iii) other securities requested to be included in such offering; provided, however, that no such reduction shall reduce the shares of Registrable Securities held by the Designated Holders included in the registration to below 20% of the total amount of securities included in such registration, unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) hereof, in which case such 20% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b) hereof. If the Company Underwriter determines in writing that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering for the account of any shareholder of the Company other than any Designated Holders (“Other Shareholders”) would materially adversely affect the price, timing or distribution of the securities offered or the price per security that will derive from such registration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, (i) all of the securities to be offered for the account of such Other Shareholders, (ii) the Registrable Securities to be offered for the account of the Designated Holders pursuant to this SECTION 5, as a group, which Registrable Securities shall be allocated pro rata among such other Designated Holders based on the number of Registrable Securities requested to be included in such offering by each such Designated Holder, (iii) all of the securities to be offered for the account of the Company, and (iv) other securities requested to be included in such offering; provided, however, that no such reduction shall reduce the shares of Registrable Securities held by the Designated Holders included in the registration to below 40% of the total amount of securities included in such registration unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) above, in which case such 40% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b). For the avoidance of doubt, no registration pursuant to this Section 5.1 shall relieve the Company of its obligations to register Registrable Securities pursuant to Sections 3.1, 3.2 and 5.1.

Request for Incidental Registration. If at At any time after the date hereof until the end of the Effectiveness Period, if (i) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 F-4 or S-8 or any successor thereto), or (ii) or the Company proposes to file a Registration Statement under the Securities Act with respect to an offering for the account of any stockholder shareholder of the Company other than any Designated Holder or as required under the Designated HoldersKKR Transaction Documents, then in each case the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty fifteen (2015) days before the anticipated filing date, and such notice shall describe specify, at minimum, the proposed registration and date of filing of such Registration Statement, any proposed means of distribution of such Registrable Securities or other securities, any proposed managing underwriter or underwriters of such Registrable Securities or other securities and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to the Company within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholdershareholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersshareholders, if any, and the Company Underwriter. For the avoidance of doubt, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the no registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on 5.1 shall relieve the number Company of its obligations to register Registrable Securities owned by each such Designated Holder; pursuant to Sections 3.1, 3.2 and third, any other securities requested to be included in such offering5.1.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering (i) by the Company for its own account (other than a Registration Statement on Form S-4 X-0, X-0 or S-8 or any successor thereto) or (ii) for the account of any stockholder shareholder of the Company other than (including without limitation an Initiating Holder pursuant to Section 3, but excluding for the Designated Holdersaccount of an F-3 Initiating Holder, which shall be governed exclusively by Section 5) (in each case, an “Incidental Registration”), then the Company shall give written notice of such proposed filing to each the General Atlantic Representative (on behalf of the Designated Holders General Atlantic Shareholders) and the Apax Representative (on behalf of the Apax Shareholders) at least twenty thirty (2030) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such the Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "a “Notice of Incidental Registration"”). The Upon the written request of any Designated Holder (made through the General Atlantic Representative or the Apax Representative, as applicable) made within twenty-five (25) days after receipt of a Notice of Incidental Registration (which request shall specify the Registrable Securities intended to be disposed of by such Designated Holder), the Company shall use all its commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters permit or, in the case of a proposed underwritten offering offering, cause the managing underwriter or underwriters (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholdershareholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersshareholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If In the case of an offering by the Company for its own account or for the account of any shareholder of the Company (other than for an Initiating Holders in connection with a Demand Registration pursuant to Section 3 or an F-3 Initiating Holder in connection with a F-3 Registration pursuant to Section 5), if the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect exceed the success of number that can be reasonably sold in such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effectreasonably sold, first, all of the securities to be offered for the account of the Company (but only in the case of a Company initiated Incidental Registration), or on the account of the selling stockholder shareholder that caused the registration statement that has triggered initiated the Incidental Registration to be filedRegistration, as the case may be; , second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any securities to be offered for the account of the Company (but only in the case of an Incidental Registration initiated by a shareholder) and any other securities requested to be included in such offering; and any securities so excluded shall be withdrawn from and shall not be included in the Incidental Registration. For the avoidance of doubt and notwithstanding anything to the contrary set forth in this Section 4(a), (i) in the case of a Demand Registration pursuant to Section 3, to the extent that there is any cutback in the number of shares sold in such offering, such cutback shall be governed by Section 3(d) and (ii) in the case of a F-3 Registration pursuant to Section 5, to the extent that there is any cutback in the number of shares sold in such offering, such cutback shall be governed by Section 5(b).

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated HoldersInitiating Holders pursuant to a Demand Registration, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts (within twenty ten (2010) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize have a material adverse effect on the success of the offering by the Companysuch offering. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect have a material adverse effect on the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of any other stockholder at the selling stockholder that caused request of which the registration statement that has triggered the Incidental Company intends to file a Registration to be filedStatement, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4Holders, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such underwritten offering.

Request for Incidental Registration. If the Company, at any time the Company or from time to time, proposes to file a Registration Statement register any of its shares of Common Stock for its own account under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or registration of shares of Common Stock solely in connection with any successor thereto) or plan for the account acquisition of any stockholder shares of Common Stock by employees of the Company or any dividend reinvestment plan, and other than a registration of shares of Common Stock, the Designated HoldersRegistration Statement pertaining to which does not permit secondary sales or include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities), then the Company shall it will at each such time give written notice of such (given at least 30 days prior to the proposed filing date) describing the proposed registration and distribution to each of the Designated Holders at least twenty (20) of its intention to do so and, upon the written request of each of the Designated Holders, made within 30 days before after the anticipated filing date, and receipt of any such notice (which request shall describe specify the proposed registration and distribution and offer such Designated Holders the opportunity to register the number amount of Registrable Securities as each proposed to be sold by such Designated Holder may request and the intended method of disposition thereof), the Company will, as provided in Section 6, use its best efforts to effect the registration under the Securities Act of all of the Registrable Securities that the Company has been so requested to register by the Designated Holders, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered (each, an "Incidental Registration"). The ; PROVIDED, HOWEVER, that if, at any time after giving written notice of its intention to register any of its shares of Common Stock and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration, the Company shall use all commercially reasonable efforts (within twenty (20) days determine for any reason not to register such shares of Common Stock, the Company may, at its election, give written notice provided for in the preceding sentence) of such determination to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing and, thereupon, shall be relieved from its obligation to participate in the Incidental Registration to include its or his register any Registrable Securities in connection with such offering on Incidental Registration (but not from its obligation to pay the same terms and conditions Registration Expenses in connection therewith), without prejudice, however, to the rights of any Insurance Partners Stockholder to request that such registration be effected as the securities of the Company or the account of such other stockholder, as the case may be, included thereina Demand Registration under Section 3. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offeringunderwriter, or a distribution with the assistance of a selling agent, the Company shall not be required right of any Designated Holder to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include participate in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may Registration shall be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each conditioned upon such Designated Holder; and third, any other securities requested to be included 's participation in such offeringunderwriting or distribution.

Request for Incidental Registration. If at At any time time, if the Company ----------------------------------- proposes to file a Registration Statement under the Securities Act with respect to an offering (including an Initial Public Offering) by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty thirty (2030) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder holder may request (an "Incidental Registration"). The Company shall, and shall use all commercially reasonable commercial efforts (within twenty ten (2010) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such underwritten offering.

Request for Incidental Registration. If Subject to Section 3.5, at any time after the date hereof until the end of the Effectiveness Period, if (i) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 F-4 or S-8 or any successor thereto), or (ii) or the Company proposes to file a Registration Statement under the Securities Act with respect to an offering for the account of any stockholder shareholder of the Company other than the any Designated HoldersHolder, then in each case the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty thirty (2030) days before the anticipated filing date, and such notice shall describe specify, at minimum, the proposed date of filing of such Registration Statement, any proposed means of distribution of such Registrable Securities or other securities, any proposed managing underwriter or underwriters of such Registrable Securities or other securities and a good faith estimate by the Company of the proposed maximum offering price thereof (or reasonable range thereof), as such price is proposed to appear on the facing page of such registration and distribution statement, and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially reasonable efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to the Company within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholdershareholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as reasonably agreed upon between the Company, such other stockholdersshareholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines in writing to the Company that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering by the Company for its own account (other than a Registration Statement on Form F-4 or S-8 or any successor thereto) would materially adversely affect the success price, timing or distribution of the securities offered or the price per security that will derive from such offeringregistration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, (i) all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; second, (ii) the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 45, as a group, which Registrable Securities shall be allocated pro rata among such Designated Holders based on the number of Registrable Securities owned requested to be included in such offering by each such Designated Holder; Holder and third, any (iii) other securities requested to be included in such offering; provided, however, that no such reduction shall reduce the shares of Registrable Securities beneficially owned by the Designated Holders included in the registration to below 20% of the total amount of securities included in such registration, unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) hereof, in which case such 20% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b) hereof; provided, further, that the Designated Holder's rights under this sentence are subject to the pre-existing incidental registration rights of Bxxxxxx Securities and Jxxx Xxxxxxx under that certain Amended and Restated Shareholders Agreement, dated as of October 31, 2007, among Blue Ridge China Partners, L.P., EI Fund II China, LLC, Yxxx Xxxxx, Yxxxx Xxxx, Xinyuan Real Estate, Ltd., Xinyuan Real Estate Co., Ltd. and, to the extent set forth therein, Burnahm Securities Inc. and Jxxx X. Xxxxxxx ("Bxxxxxx Agreement"). If the Company Underwriter determines in writing to the Company that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering for the account of any shareholder of the Company other than any Designated Holders (“Other Shareholders”) would materially adversely affect the price, timing or distribution of the securities offered or the price per security that will derive from such registration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, (i) all of the securities to be offered for the account of such Other Shareholders, (ii) the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 5, as a group, which Registrable Securities shall be allocated pro rata among such other Designated Holders based on the number of Registrable Securities requested to be included in such offering by each such Designated Holder, (iii) all of the securities to be offered for the account of the Company, and (iv) other securities requested to be included in such offering; provided, however, that no such reduction shall reduce the shares of Registrable Securities beneficially owned by the Designated Holders included in the registration to below 20% of the total amount of securities included in such registration unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) above, in which case such 20% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b) and provided further that the rights of the Designated Holders under this sentence are subject to the pre-existing incidental registration rights of Bxxxxxx Securities and Jxxx Xxxxxxx under the Bxxxxxx Agreement. For the avoidance of doubt, no registration pursuant to this Section 5.1 shall relieve the Company of its obligations to register Registrable Securities pursuant to Sections 3.1 and 3.2.

Request for Incidental Registration. If at any time after the Restricted Period the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) 20 days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”); provided that any transfer pursuant to such registration is permitted by Article 2 of the Stockholder Agreement. The Company shall use all commercially its reasonable best efforts (within twenty (20) 20 days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section ‎Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines in good faith that marketing factors require a limitation in the registration of all or part Incidental Registration of the Registrable Securities which the Designated Holders have requested number of shares to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to then the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effectIncidental Registration shall cover, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section ‎Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders), then the Company shall give written notice of such proposed filing to each Holder of Registrable Securities (including the Designated Holders of vested Warrants not yet exercised) at least twenty thirty (2030) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders Holder the opportunity to register the number of Registrable Securities as each such Designated Holder may request limited to a percentage of the total offering equal to the percentage of the Company's fully diluted capitalization represented by outstanding shares held by the Holders (as further defined in Section 12(o) hereto) (an "Incidental Registration"). The Company shall, and shall use all commercially reasonable its best efforts (within twenty ten (2010) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a12(b) involving an underwritten offeringunderwriting, the Company shall not be required to include any Registrable Securities in such underwritten offering underwriting unless the Designated Holders holders thereof accept the terms of the underwritten offering underwriting as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required entitled to include in cut back from such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, firstFIRST, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may be; second, the Registrable Securities to be offered for by the account Holders, regardless of the Designated Holders pursuant whether or not securities to this Section 4, pro rata based on the number of Registrable Securities owned be offered by each such Designated Holder; and third, any other securities requested holders or the Company are to be included in such offeringsimilarly cut back.

Request for Incidental Registration. If at At any time after the date hereof until the end of the Effectiveness Period, if (i) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto), or (ii) or the Company proposes to file a Registration Statement under the Securities Act with respect to an offering for the account of any stockholder of the Company other than the any Designated HoldersHolder, then in each case the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty thirty (2030) days before the anticipated filing date, and such notice shall describe specify, at minimum, the proposed date of filing of such Registration Statement, any proposed means of distribution of such Registrable Securities or other securities, any proposed managing underwriter or underwriters of such Registrable Securities or other securities and a good faith estimate by the Company of the proposed maximum offering price thereof, as such price is proposed to appear on the facing page of such registration and distribution statement, and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially reasonable its best efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to the Company within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as reasonably agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines in writing to the Company that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) would materially adversely affect the success price, timing or distribution of the securities offered or the price per security that will derive from such offeringregistration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, (i) all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; second, (ii) the Registrable Securities to be offered for the account of the Designated Holders (other than the Advisor) pursuant to this Section 4ARTICLE IV, as a group, which Registrable Securities shall be allocated pro rata among such Designated Holders based on the number of Registrable Securities owned requested to be included in such offering by each such Designated Holder; , (iii) the Registrable Securities to be offered for the account of the Advisor pursuant to this Article IV and third, any (iv) other securities requested to be included in such offering; provided, however, that no such reduction shall reduce the shares of Registrable Securities held by the Designated Holders (disregarding the Registrable Securities of the Advisor, which are subject to the applicable reductions noted above in this Section 4.1) included in the registration to below 20% of the total amount of securities included in such registration, unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) hereof, in which case such 20% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b) hereof. If the Company Underwriter determines in writing that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering for the account of any stockholder of the Company other than any Designated Holders (“Other Stockholders”) would materially adversely affect the price, timing or distribution of the securities offered or the price per security that will derive from such registration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, (i) all of the securities to be offered for the account of such Other Stockholders, (ii) the Registrable Securities to be offered for the account of the Designated Holders (other than the Advisor) pursuant to this ARTICLE IV, as a group, which Registrable Securities shall be allocated pro rata among such other Designated Holders based on the number of Registrable Securities requested to be included in such offering by each such Designated Holder, (iii) the Registrable Securities to be offered for the account of the Advisor pursuant to this Article IV, (iv) all of the securities to be offered for the account of the Company, and (v) other securities requested to be included in such offering; provided, however, that no such reduction shall reduce the shares of Registrable Securities held by the Designated Holders (disregarding the Registrable Securities of the Advisor, which are subject to the applicable reductions noted above in this Section 4.1) included in the registration to below 40% of the total amount of securities included in such registration unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) above, in which case such 40% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b). For the avoidance of doubt, no registration pursuant to this Section 4.1 shall relieve the Company of its obligations to register Registrable Securities pursuant to Sections 3.1 and 3.2.

Request for Incidental Registration. If at At any time time, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities by the Company for its own account (other than (i) a Registration Statement on Form S-4 or S-8 or any successor theretothereto or (ii) a Registration Statement relating to the issuance of securities as consideration in any acquisition by the Company) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days 15 Business Days before the anticipated filing date, and such notice shall describe the proposed registration registration, offering price (or reasonable range thereof), distribution arrangements and distribution any other information that at the time would be appropriate to include in such notice and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of 10 Business Days after the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing within five Business Days after the giving of notice by the Company to participate in the Incidental Registration to include its or his such Holder's Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. Such request by the Holders shall specify the number of Registrable Securities to be included pursuant to this Section 4(a). In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to Registration only the extent aggregate amount of the amount Registrable Securities that the Company Underwriter believes may be sold without causing any such material adverse effecteffect and shall reduce the amount of Registrable Securities to be included in such registration by, first, all of the any other equity securities requested to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedincluded in such offering, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; , and third, any other all of the equity securities requested to be included in such offeringoffered for the account of the Company.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement registration statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated Holders of Registrable Securities at least twenty thirty (2030) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder holder may request (an "Incidental RegistrationINCIDENTAL REGISTRATION"). The Company shall, and shall use all commercially its reasonable efforts (within twenty ten (2010) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company UnderwriterCOMPANY UNDERWRITER") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offeringunderwriting, the Company shall not be required to include any Registrable Securities in such underwritten offering underwriting unless the Designated Holders holders thereof accept the terms of the underwritten offering underwriting as reasonably agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned amount recommended by each such Designated Holderthe Company Underwriter; and third, any other securities requested to be included in such offeringunderwriting.

Request for Incidental Registration. If at At any time after the date hereof until the end of the Effectiveness Period, if (i) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto), or (ii) or the Company proposes to file a Registration Statement under the Securities Act with respect to an offering for the account of any stockholder of the Company other than the any Designated HoldersHolder, then in each case the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty ten (2010) days before the anticipated filing date, and such notice shall describe specify, at minimum, the proposed registration and date of filing of such Registration Statement, any proposed means of distribution of such Registrable Securities or other securities, any proposed managing underwriter or underwriters of such Registrable Securities or other securities and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to the Company within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) would materially adversely affect the success price, timing or distribution of the securities offered or the price per security that will derive from such offeringregistration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, (i) all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; second, (ii) the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4ARTICLE V, as a group, which Registrable Securities shall be allocated pro rata among such Designated Holders based on the number of Registrable Securities owned requested to be included in such offering by each such Designated Holder; Holder and third, any (iii) other securities requested to be included in such offering; provided, however, that no such reduction shall reduce the shares of Registrable Securities held by the Designated Holders included in the registration to below 20% of the total amount of securities included in such registration, unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) hereof, in which case such 20% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b) hereof. If the Company Underwriter determines in writing that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering for the account of any stockholder of the Company other than any Designated Holders (“Other Stockholders”) would materially adversely affect the price, timing or distribution of the securities offered or the price per security that will derive from such registration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, (i) all of the securities to be offered for the account of such Other Stockholders, (ii) the Registrable Securities to be offered for the account of the Designated Holders pursuant to this ARTICLE V, as a group, which Registrable Securities shall be allocated pro rata among such other Designated Holders based on the number of Registrable Securities requested to be included in such offering by each such Designated Holder, (iii) all of the securities to be offered for the account of the Company, and (iv) other securities requested to be included in such offering; provided, however, that no such reduction shall reduce the shares of Registrable Securities held by the Designated Holders included in the registration to below 40% of the total amount of securities included in such registration unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) above, in which case such 40% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b). For the avoidance of doubt, no registration pursuant to this Section 5.1 shall relieve the Company of its obligations to register Registrable Securities pursuant to Sections 3.1, 3.2 and 4.1.

Request for Incidental Registration. If at At any time after the date hereof, if the Shelf Registration Statement is not effective and the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto, or any Registration Statement filed pursuant to subsection 8(c) of the Series D Purchase Agreement) or for the account of any stockholder of the Company other than the any Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental RegistrationINCIDENTAL REGISTRATION"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company UnderwriterCOMPANY UNDERWRITER") to permit each of the Designated Holders who have requested the Company in writing within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, firstFIRST, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; secondSECOND, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Article V and the Registrable Shares to be offered for the account of the Stockholders pursuant to Section 48(d) of the Series D Purchase Agreement, pro rata as a group, which Registrable Securities and Registrable Shares shall be allocated PRO RATA among such Designated 9 Holders and Stockholders based on the number of Registrable Securities owned or Registrable Shares, as the case may be, requested to be included in such offering by each such Designated Holder; Holder or Stockholder, and thirdTHIRD, any other securities requested to be included in such offering.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated Holders of Registrable Securities at least twenty thirty (2030) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder holder may request (an "Incidental Registration"); PROVIDED, HOWEVER, that notwithstanding the foregoing, the Neptune Stockholders may exercise their rights to an Incidental Registration in respect of the Company's Initial Public Offering for an aggregate number of shares not to exceed twenty percent (20%) of the total number of Registrable Securities held by the Neptune Stockholders (or their Permitted Transferees, as defined in the Second Amended and Restated Stockholders Agreement) as a group. The Company shall, and shall use all commercially reasonable its best efforts (within twenty ten (2010) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offeringunderwriting, the Company shall not be required to include any Registrable Securities in such underwritten offering underwriting unless the Designated Holders holders thereof accept the terms of the underwritten offering underwriting as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, firstFIRST, all of the securities to be offered for the account of the Company Company; SECOND, in connection with an Incidental Registration with respect to the Company's Initial Public Offering, 20% of the Registrable Securities to be offered for the accounts of the Neptune Stockholders (or their Permitted Transferees, as defined in the Second Amended and Restated Stockholders Agreement) as a group pursuant to this Section 4, pro rata within such group based on the account number of such Registrable Securities included in the selling stockholder that caused the registration statement that has triggered the request for such Incidental Registration to be filed, as the case may beRegistration; secondTHIRD, the Registrable Securities to be offered for the account of the Designated Holders (including the Registrable Securities of the Neptune Stockholders other than those, if any, included in an Incidental Registration with respect to the Company's Initial Public Offering pursuant to the immediately preceding clause) pursuant to this Section 4, pro rata based on the number of Registrable Securities entitled to be included therein owned by each Designated Holder participating in such Designated HolderIncidental Registration; and thirdFOURTH, any other securities requested to be included in such offeringunderwriting.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated HoldersHolders (pursuant to this Agreement), then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all its commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have has requested in writing to participate in the Incidental Registration pursuant to this Section 4(a) to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Companyset forth below. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders securities that have been requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, firstFIRST, all of the securities to be offered for the account of the Company or on the account Company, SECOND, securities of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may be; second, the Registrable Securities to be offered for the account of Company requested by the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering, which such securities shall be allocated pro rata among such Designated Holders participating in the offering based on the number of the Company's securities held by each such Designated Holder and THIRD, any other securities of the Company requested by stockholders to be included in such offering, which such securities shall be allocated pro rata among the stockholders participating in the offering based on the number of the Company's securities held by each such stockholder. The holders of a majority of the Registrable Securities may waive any right to participate in an Incidental Registration under this Section 4(a) in respect of any registration on behalf of all holders of Registrable Securities.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date or an Exchange Act Registration, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 X-0, X-0 or S-8 or any successor thereto) or for the account of any stockholder shareholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholdershareholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersshareholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially and adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If at At any time ----------------------------------- commencing on the later of (i) the IPO Effectiveness Date and (ii) October 23, 2003, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially its reasonable ----------------------- best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit ------------------- each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include Registrable Securities in such Incidental Registration, Registration only to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, in the following order of priority: first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If at At any time after the ----------------------------------- Offering, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any other Person (in each case, other than a Registration Statement on Form S-4 or S-8 or any successor thereto) thereto or for the account of any stockholder of the Company other than the Designated Holdersan offering pursuant to Section 3 or Section 5 hereof), then the Company shall give written notice of such proposed filing registration to each of the Designated Holders at least twenty ten (2010) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder holder may request (an "Incidental Registration"). The Company shall, and shall use all commercially reasonable ----------------------- best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the ------------------- Designated Holders who have requested in writing (within ten (10) days of the notice provided for in the preceding sentence) to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account included therein. The failure of any Designated Holder to respond within such 10-day period referred to above shall be deemed to be a waiver of such other stockholderDesignated Holder's rights under this Section 4 with respect to such Incidental Registration, as provided that any Designated Holder may waive its rights under this Section 4 ------------- prior to the case may be, included thereinexpiration of such 10-day period by giving written notice to the Company. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, in the case of a Registration Statement by the Company for its own ----- account, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the ------ Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any ----- other securities requested to be included in such underwritten offering.

Request for Incidental Registration. If at At any time commencing after the date hereof, but prior to the day that is twenty-four (24) months after the Merger Effective Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the any Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company Company, subject to the remaining provisions of this Section 5.1, shall use all commercially its reasonable best efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who that have requested the Company in writing within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that advises the registration of all or part of the Registrable Securities which Company and the Designated Holders have in writing that in its opinion the number of Registrable Securities proposed to be sold in any registration under this Article V and any other securities of the Company requested or proposed to be included would in such registration exceeds the number (the “Maximum Number of Shares (Incidental Registration)”) that can be sold in such registration without (A) creating a substantial risk that the proceeds or price per share that will be derived from such registration will be materially reduced or that the number of Registrable Securities to be registered is too large a number to be reasonably sold, or (B) materially and adversely affect the success of affecting such offeringregistration in any other respect, then the Company shall be required to include in such Incidental Registration, to : (i) if the extent Incidental Registration is an underwritten registration on behalf of the amount that the Company Underwriter believes may be sold without causing such adverse effectCompany, (x) first, all of the securities to be offered for the account of the Company or on Company, that can be sold without exceeding the account Maximum Number of Shares (Incidental Registration) and (y) second, to the extent that the Maximum Number of Shares (Incidental Registration) has not been reached under the foregoing clause (x), the shares of Common Stock and other securities of the selling stockholder that caused Company, if any, including the registration statement that has triggered the Incidental Registration to be filedRegistrable Securities, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders which registration has been requested pursuant to this Section 4, written contractual piggy-back registration rights of security holders (pro rata based on in accordance with the number of Registrable Securities owned by each such Designated Holder; and third, any shares of Common Stock or other securities (determined on an as-converted to Common Stock basis) which each requesting Person has actually requested to be included in such offeringIncidental Registration, regardless of the number of shares of Common Stock or other securities with respect to which such Person has the right to request such inclusion that can be sold without exceeding the Maximum Number of Shares (Incidental Registration), or (ii) if the Incidental Registration does not include an underwritten registration on behalf of the Company, but does include an underwritten registration demanded by any Person (other than a Designated Holder) that has the right to demand such registration pursuant to any contractual right granted by the Company, (I) first, the shares of Common Stock or other securities of the Company for the account of the demanding Person(s) that can be sold without exceeding the Maximum Number of Shares (Incidental Registration), (II) second, to the extent that the Maximum Number of Shares (Incidental Registration) has not been reached under the foregoing clause (I), the shares of Common Stock or other securities of the Company that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares (Incidental Registration), and (III) third, to the extent that the Maximum Number of Shares (Incidental Registration) has not been reached under the foregoing clauses (I) and (II), the shares of Common Stock and other securities of the Company, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock or other securities (determined on an as-converted to Common Stock basis) which each requesting Person has actually requested to be included in such Incidental Registration, regardless of the number of shares of Common Stock or other securities with respect to which such Person has the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares (Incidental Registration).

Request for Incidental Registration. If the Company, at any time the Company or from time to time, proposes to file a Registration Statement register the offering of any of its shares of Common Stock for its own account under the Securities Act with respect to an offering by the Company for its own account (other than (i) a Registration Statement registration of shares of Common Stock solely in connection with any plan for the acquisition of shares of Common Stock by employees or agents of the Company or any dividend reinvestment plan or (ii) on Form Forms S-4 or S-8 (or any successor forms thereto) or for the account of any stockholder of the Company other than the Designated Holders)), then the Company shall it will at each such time give written notice (given at least seven days prior to the proposed filing date) of its intention to do so and of such proposed filing Holders' rights under this Section 4(a). Upon the written request of any Designated Holder that owns Registrable Securities having an aggregate market value (the "Minimum Aggregate Value") equal to each of the Designated Holders at least twenty $5 million (20unless such Designated Holder is any Capital Z Shareholder, the Wand Investors, the AAM Investors or Xxxxxxx, in which case such Minimum Aggregate Value shall not be applicable) (a "Requesting Holder") made within 30 days before after the anticipated filing date, and receipt of any such notice (or such lesser period, but in any event not less than 10 days, as may be available from the date of such notice to the last date on which additional Registrable Securities may be included in such offering), which request shall describe specify the proposed registration and distribution and offer such Designated Holders the opportunity to register the number amount of Registrable Securities as each proposed to be sold by such Designated Holder may request and the intended method of disposition thereof, the Company will, in accordance with Section 6, use its reasonable best efforts to effect the registration under the Securities Act of the offering of all of the Registrable Securities that the Company has been so requested to register by the Requesting Holders, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered (each, an "Incidental Registration"). The Company shall use all commercially reasonable efforts (within twenty (20) days ; provided, however, that prior to the effective date of the notice provided for registration statement filed in connection with such registration, immediately upon notification to the preceding sentence) to cause Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price that any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right promptly to withdraw its request to have its Registrable Securities included in such registration statement; provided further, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such Incidental Registration, the Company shall determine for any reason not to register or underwriters to delay registration of such Registrable Securities, the Company may, at its election, give written notice of such determination to each Requesting Holder and (i) in the case of a proposed underwritten offering (the "Company Underwriter") determination not to permit each register, shall be relieved of the Designated Holders who have requested in writing its obligation to participate in the Incidental Registration to include its or his register any Registrable Securities in connection with such offering on the same terms and conditions as the securities registration (but not from any obligation of the Company or to pay the account Registration Expenses in connection therewith), without prejudice, however, to the rights of any Initiating Holder to cause such registration to be effected as a registration under Section 3(a) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other stockholder, as the case may be, included thereinsecurities. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offeringunderwriter, or a distribution with the assistance of a selling agent, the Company shall not be required right of any Requesting Holder to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include participate in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may Registration shall be sold without causing conditioned upon such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Requesting Holder; and third, any other securities requested to be included 's reasonable participation in such offeringunderwriting or distribution.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated Holders of Registrable Securities at least twenty thirty (2030) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder holder may request (an "Incidental Registration")) PROVIDED, HOWEVER, that notwithstanding the foregoing, the Neptune Stockholders may exercise their rights to an Incidental Registration in respect of the Company's Initial Public Offering for an aggregate number of shares not to exceed twenty percent (20%) of the total number of Registrable Securities held by the Neptune Stockholders as a group. The Company shall, and shall use all commercially reasonable its best efforts (within twenty ten (2010) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offeringunderwriting, the Company shall not be required to include any Registrable Securities in such underwritten offering underwriting unless the Designated Holders holders thereof accept the terms of the underwritten offering underwriting as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, firstFIRST, all of the securities to be offered for the account of the Company or Company; SECOND, in connection with an Incidental Registration with respect to the Company's Initial Public Offering, 20% of the Registrable Securities to be offered for the accounts of the Neptune Stockholders as a group pursuant to this Section 4, pro rata within such group based on the account number of such Registrable Securities included in the selling stockholder that caused the registration statement that has triggered the request for such Incidental Registration to be filed, as the case may beRegistration; secondTHIRD, the Registrable Securities to be offered for the account of the Designated Holders (including the Registrable Securities of the Neptune Stockholders other than those, if any, included in such Incidental Registration pursuant to the immediately preceding clause) pursuant to this Section 4, pro rata based on the number of Registrable Securities owned amount recommended by each such Designated Holderthe Company Underwriter; and thirdFOURTH, any other securities requested to be included in such offeringunderwriting.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering; provided, however, that in the event that any firm commitment to purchase any preferred stock of the Company pursuant to an Authorized Preferred Stock Issuance is entered into between the Company and any New Investor (such commitment to be subject only to such shareholder approval of the issuance of such new preferred stock as may be required by applicable law or regulation) within forty-five (45) days of the date hereof and, in connection with such issuance, any New Investor is granted registration rights in accordance with Section 10(b) hereof permitting such New Investor to exercise demand registration rights or piggyback registration rights with respect to any registration described in this Section 4(a) and any such New Investor exercises such demand or piggyback registration rights and, in connection therewith, any Designated Holder requests to participate in such registration pursuant to this Section 4(a) such that the Company Underwriter advises the Company in its reasonable opinion that the aggregate amount of securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without any such material adverse effect, first, all of the securities to be offered on the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may be, provided such selling stockholder is not a New Investor; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4 and the securities to be offered for the account of any New Investor (pro rata based on the amount of securities requested to be included in such registration by such Designated Holders and New Investors); and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If at any time the Company proposes to ----------------------------------- file a Registration Statement under the Securities Act with respect to an offering of Common Stock by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be ------ offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in ----- such offering.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement registration statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated Holders of Registrable Securities at least twenty thirty (2030) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder holder may request (an "Incidental Registration"). The Company shall, and shall use all commercially reasonable its best efforts (within twenty ten (2010) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to to, permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a5(a) involving an underwritten offeringunderwriting, the Company shall not be required to include any Registrable Securities in such underwritten offering underwriting unless the Designated Holders holders thereof accept the terms of the underwritten offering underwriting as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included pursuant to this Section 5 would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, firstFIRST, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; secondSECOND , the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 45, pro rata based on the number of Registrable Securities owned amount recommended by each such Designated Holderthe Company Underwriter; and thirdTHIRD, any other securities requested to be included in such offeringunderwriting.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement registration statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated Holders of Registrable Securities at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder holder may request (an "Incidental RegistrationINCIDENTAL REGISTRATION"). The Company shall, and shall use all commercially reasonable its best efforts (within twenty ten (2010) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company UnderwriterCOMPANY UNDERWRITER") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offeringunderwriting, the Company shall not be required to include any Registrable Securities in such underwritten offering underwriting unless the Designated Holders holders thereof accept the terms of the underwritten offering underwriting as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned amount recommended by each such Designated Holderthe Company Underwriter; and third, any other securities requested to be included in such offeringunderwriting.

Request for Incidental Registration. If at At any time after the date hereof until the end of the Effectiveness Period, if (i) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto), or (ii) or the Company proposes to file a Registration Statement under the Securities Act with respect to an offering for the account of any stockholder of the Company other than the any Designated HoldersHolder, then in each case the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”); provided, however, that the Designated Holders shall only have the right to register shares pursuant to clause (ii) of this sentence if the Shelf Registration Statement is not effective or is otherwise subject to suspension (or if the Company reasonably foresees that such Registration Statement will be subject to suspension within thirty (30) days following such determination) under Sections 5.4 or 5.5 hereof. The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to the Company within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4Article IV, as a group, which Registrable Securities shall be allocated pro rata among such Designated Holders based on the number of Registrable Securities owned requested to be included in such offering by each such Designated Holder; , and third, any other securities requested to be included in such offering; provided, however, that no such reduction shall reduce the shares of Registrable Securities held by the Designated Holders included in the registration to below 10% of the total amount of securities included in such registration, unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) hereof, in which case such 10% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b) hereof. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering for the account of any stockholder of the Company other than any Designated Holders (“Other Stockholders”) would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of such Other Stockholders, second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Article IV, as a group, which Registrable Securities shall be allocated pro rata among such Designated Holders based on the number of Registrable Securities requested to be included in such offering by each such Designated Holder, third, all of the securities to be offered for the account of the Company, and fourth, other securities requested to be included in such offering; provided, however, that no such reduction shall reduce the shares of Registrable Securities held by the Designated Holders included in the registration to below 30% of the total amount of securities included in such registration unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) above, in which case such 30% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b).

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company of its equity securities for cash for its own account (other than (a) a Registration Statement in which the only equity securities being registered are equity securities issuable upon conversion of debt securities which are also being registered, (b) a Registration Statement on Form S-4 or S-8 Form S-8, or any successor thereto, or otherwise primarily in connection with a Company stock incentive plan, (c) a Registration Statement in connection with an exchange offer of securities solely to existing security holders of the Company, or (d) a Registration Statement pursuant to Rule 145 of the Securities Act) or for the account of any stockholder member of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty thirty (2030) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder Holders may request (an "“Incidental Registration"”). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholdermember, as the case may be, included therein, provided that (other than as set forth in Articles 2 and 4 and as may be otherwise set forth in this Article 3) the Company shall have the right to postpone or withdraw, in its sole discretion, any such registration without obligation to any Designated Holder. In connection with any Incidental Registration under this Section 4(a) 3.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersmembers, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Investor Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Investor Holders pursuant to this Section 4Article 3, pro rata based on the number of Registrable Securities owned by each such Designated Investor Holder; and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If at At any time after the date hereof until the end of the Effectiveness Period, if (i) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 F-4 or S-8 or any successor thereto), or (ii) or the Company proposes to file a Registration Statement under the Securities Act with respect to an offering for the account of any stockholder shareholder of the Company other than the any Designated HoldersHolder, then in each case the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty fifteen (2015) days before the anticipated filing date, and such notice shall describe specify, at minimum, the proposed registration and date of filing of such Registration Statement, any proposed means of distribution of such Registrable Securities or other securities, any proposed managing underwriter or underwriters of such Registrable Securities or other securities and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to the Company within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its, its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholdershareholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersshareholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering by the Company for its own account (other than a Registration Statement on Form F-4 or S-8 or any successor thereto) would materially adversely affect the success price, timing or distribution of the securities offered or the price per security that will derive from such offeringregistration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, (i) all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; second, (ii) the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4SECTION 5, as a group, which Registrable Securities shall be allocated pro rata among such Designated Holders based on the number of Registrable Securities owned requested to be included in such offering by each such Designated Holder; Holder and third, any (iii) other securities requested to be included in such offering. If the Company Underwriter determines in writing that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering for the account of any shareholder of the Company other than any Designated Holders (“Other Shareholders”) would materially adversely affect the price, timing or distribution of the securities offered or the price per security that will derive from such registration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, (i) all of the securities to be offered for the account of such Other Shareholders, (ii) the Registrable Securities to be offered for the account of the Designated Holders pursuant to this SECTION 5, as a group, which Registrable Securities shall be allocated pro rata among such other Designated Holders based on the number of Registrable Securities requested to be included in such offering by each such Designated Holder, (iii) all of the securities to be offered for the account of the Company, and (iv) other securities requested to be included in such offering. For the avoidance of doubt, no registration pursuant to this Section 5.1 shall relieve the Company of its obligations to register Registrable Securities pursuant to Sections 3.1, 3.2 and 5.1.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Common Stock by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor theretothereto or in connection with an offering made exclusively to stockholders of the Company generally) (a "Company Offering") or for the account of any stockholder of the Company other than the one in which all Investors are participating under Article III (each such Stockholder, a "Non-Designated HoldersStockholder" and such offering a "Non-Designated Stockholder Offering"), then the Company shall give written notice of such proposed filing to each of the Designated Holders Investors at least twenty ten (2010) days Business Days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders Investors the opportunity to register the number of Registrable Securities held by such Investor as each such Designated Holder Investors may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders Investors who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account securities of such other stockholderNon-Designated Stockholders, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders Investors thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersNon-Designated Stockholders, if any, and the Company UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then then, subject to this Section 4.1, only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Companysuch offering. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders Investors have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, Registration the Registrable Securities only to the extent of the amount of Registrable Securities that the Company Underwriter believes may be sold without causing such material adverse effect, (i) in the case of a Company Offering: first, all of the securities to be offered for the account of the Company or on Company; second, any securities to be offered for the account of Blackstone Holders and Wasserstein Holders as required by the selling stockholder that caused Existing Registration Rigxxx Xxxxxxxnt (as such requirements are in effect on the registration statement that has triggered date of the Incidental Registration to be filedPurchase Agreement), as pro rata based on the case may benumber of securities then owned by each; secondthird, the Registrable Securities any securities to be offered for the account of the Investors or the Becker Investors or the Joan Investors, pro rata based on the nuxxxx xf securities then xxxxd by each; and fourth, any securities to be offered for the account of any other Person; and (ii) in the case of a Non-Designated Stockholder Offering: first, the securities to be offered for the account of Blackstone Holders pursuant to this Section 4, and Wasserstein Holders pro rata based on the number of Registrable Securities Xxxxxxxxxx owned by each as required by Section 4.1 of the Existing Registration Rights Agreement (as in effect on the date of the Purchase Agreement); second, all of the securities to be offered by such Designated HolderPersons as are exercising demand registration rights (other than Heartland Industrial Partners, L.P., the New Equity Holders and their respective Affiliates) and all of the securities of the Investors in respect of their rights, if any, as "Priority Holders" under the Second Rights Agreement pro rata based on the number of securities owned by each of them; and third, all of the securities to be offered for the account of the Company; fourth, any Registrable Securities and other securities requested to be included in such offeringoffering by the Investors or the Becker Investors or the Joan Investors pro rata based on the numxxx xx Registrable Securxxxxs and other securities then owned by each of them; and fifth, any shares of Common Stock owned by Heartland Industrial Partners, L.P. and its Affiliates and the New Private Equity Holders pro rata based on the number of shares of Common Stock then owned by each. Nothing in this Section 4.1 shall create any liability on the part of the Company or any other Person to the Investors if the Company, for any reason, decides not to file a Registration Statement proposed to be filed pursuant to this Section 4.1 or to withdraw such Registration Statement subsequent to its filing, regardless of any action whatsoever that an Investor may have taken, whether as a result of the issuance by the Company of any notice under this Section 4.1 or otherwise.

Request for Incidental Registration. If at At any time after the date hereof until the end of the Effectiveness Period, if (i) the Company proposes to file a Registration Statement under the Securities 1933 Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto), or (ii) or the Company proposes to file a Registration Statement under the 1933 Act with respect to an offering for the account of any stockholder of the Company other than the any Designated HoldersHolder, then in each case the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty thirty (2030) days before the anticipated filing date, and such notice shall describe specify, at minimum, the proposed date of filing of such Registration Statement, any proposed means of distribution of such Registrable Securities or other securities, any proposed managing underwriter or underwriters of such Registrable Securities or other securities and a good faith estimate by the Company of the proposed maximum offering price thereof (or reasonable range thereof), as such price is proposed to appear on the facing page of such registration and distribution statement, and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially reasonable efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding sentence) to this sentence cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to the Company within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as reasonably agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines in writing to the Company that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) would materially adversely affect the success price, timing or distribution of the securities offered or the price per security that will derive from such offeringregistration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, (i) all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; second, (ii) the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, as a group, which Registrable Securities shall be allocated pro rata among such Designated Holders based on the number of Registrable Securities owned requested to be included in such offering by each such Designated Holder; Holder and third, any (iii) other securities requested to be included in such offering; provided, however, that no such reduction shall reduce the shares of Registrable Securities held by the Designated Holders included in the registration to below 20% of the total amount of securities included in such registration, unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) hereof, in which case such 20% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b) hereof. If the Company Underwriter determines in writing to the Company that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering for the account of any stockholder of the Company other than any Designated Holders ("Other Stockholders") would materially adversely affect the price, timing or distribution of the securities offered or the price per security that will derive from such registration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, (i) all of the securities to be offered for the account of such Other Stockholders, (ii) the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, as a group, which Registrable Securities shall be allocated pro rata among such other Designated Holders based on the number of Registrable Securities requested to be included in such offering by each such Designated Holder, (iii) all of the securities to be offered for the account of the Company, and (iv) other securities requested to be included in such offering; provided, however, that no such reduction shall reduce the shares of Registrable Securities held by the Designated Holders included in the registration to below 35% of the total amount of securities included in such registration unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) above, in which case such 35% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b). For the avoidance of doubt, no registration pursuant to this Section 4.1 shall relieve the Company of its obligations to register Registrable Securities pursuant to Sections 3.1 and 3.2.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) 30 days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder holder may request (an "Incidental Registration"). The Company shall, and shall use all commercially reasonable its best efforts (within twenty (20) 10 days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such underwritten offering.

Request for Incidental Registration. If at At any time after the date hereof, if the Shelf Registration Statement is not effective and the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto, or any Registration Statement filed pursuant to subsection 8(c) of the Series D Purchase Agreement) or for the account of any stockholder of the Company other than the any Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested the Company in writing within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Article V and the Registrable Shares to be offered for the account of the Stockholders pursuant to Section 48(d) of the Series D Purchase Agreement, as a group, which Registrable Securities and Registrable Shares shall be allocated pro rata among such Designated Holders and Stockholders based on the number of Registrable Securities owned or Registrable Shares, as the case may be, requested to be included in such offering by each such Designated Holder; Holder or Stockholder, and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If at At any time after the Closing Date until the fifth (5th) anniversary of the Closing Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) form thereto or for the account of any stockholder of the Company other than the Designated Holderssimilarly inapplicable form), then the Company shall give written notice of such proposed filing to each of the Designated Holders Holder at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such the Designated Holders Holder the opportunity to register the number of Registrable Securities as each such Designated Holder holder may request (an "Incidental Registration"). The Company shall use all commercially reasonable efforts (within permit each Designated Holder who has requested in writing twenty (20) days of the date of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration sentence to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offeringunderwriting, the Company shall not be required to include any Registrable Securities in such underwritten offering underwriting unless the Designated Holders holders thereof accept the terms of the underwritten offering underwriting as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriterunderwriter, and then only in such quantity as will not, in the Company Underwriter believes will not opinion of the underwriter, jeopardize the success of the offering by the Company. If in the Company Underwriter determines that opinion of the underwriter marketing factors require a limitation of the number of shares of Registrable Securities to be underwritten or the registration of all or part of the Registrable Securities which the Designated Holders holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter underwriter believes may be sold without causing such adverse effect, (i) first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; and (ii) second, all of the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; 4 and third, any other securities requested of the Company having incidental or "piggy-back" rights to participate in the registration which rights have been exercised. In the event not all of the securities described in (ii) above can, in the opinion of the underwriter, be included in such offeringregistration, the number to be so included shall be limited to the number of shares in proportion, as nearly as practicable, to the respective amounts of securities held by such holders.

Request for Incidental Registration. If at At any time time, commencing on the date the Warrant is exercisable in accordance with its terms, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days 20)-days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially reasonable its best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, firstFirst, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; secondSecond, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and thirdThird, any other securities requested to be included in such offering.. (b)

Request for Incidental Registration. If at At any time after the date hereof that the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated HoldersPurchaser (other than registration under the current Registration Statement on Form SB-2 on file with the Commission, a registration relating solely to the sale of securities to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act), then the Company shall give written notice of such proposed filing to each of the Designated Holders Purchaser at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the Purchaser the opportunity to register the number of Registrable Securities as each such Designated Holder the Purchaser may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice by the Purchaser provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing Purchaser to participate in the Incidental Registration to include its or his any Registrable Securities then held by the Purchaser in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a8(e) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof Purchaser agrees to accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have Purchaser has requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders Purchaser pursuant to this Section 48(e) and any other securities of any stockholder of the Company that has registration rights in existence as of the date hereof, pro rata based on the number of Registrable Securities owned by each such Designated Holder; a pari passu basis, and third, any other securities requested to be included in such offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 8(e) prior to the effectiveness of such registration whether or not the Purchaser has elected to include Registrable Securities in such registration. The Company shall bear all Registration Expenses in connection with any Incidental Registration pursuant to this Section 8(e), whether or not such Incidental Registration becomes effective. The Purchaser shall bear the expense of any broker's commission or underwriter's discount or commission relating to registration and sale of the Purchaser's Registrable Securities and shall bear the fees and expenses of their own counsel.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "COMPANY OFFERING") or for the account of any stockholder of the Company other than the Designated HoldersHolders (each such Stockholder, a "NON-DESIGNATED STOCKHOLDER" and such offering a "NON-DESIGNATED STOCKHOLDER OFFERING"), then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty ten (2010) days Business Days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental RegistrationINCIDENTAL REGISTRATION"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company UnderwriterCOMPANY UNDERWRITER") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account securities of such other stockholderNon-Designated Stockholders, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersNon-Designated Stockholders, if any, and the Company UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first(i) in the case of a Company Offering: FIRST, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; secondSECOND, the Registrable Securities to be offered for the account of Blackstone Holders and Xxxxxxxxxxx Holders, pro rata based on the number of Registrable Securities then owned by each; and THIRD, any other securities requested to be included in such offering by the Investors and any other Person pro rata based on the number of Registrable Securities then owned by each; and (ii) in the case of a Non-Designated Stockholder Offering: FIRST, the Registrable Securities to be offered for the account of Blackstone Holders pursuant to this Section 4, and Xxxxxxxxxxx Holders pro rata based on the number of Registrable Securities owned by each each; SECOND, all of the securities to be offered for the account of the Company, such Non-Designated Holder; Stockholder and third, the Investors pro rata based on the number of securities then owned by each. Nothing in this Section 4.1 shall create any liability on the part of the Company or any other securities requested person to the Designated Holders if the Company, for any reason, decides not to file a Registration Statement proposed to be included in filed pursuant to this Section 4.1 or to withdraw such offeringRegistration Statement subsequent to its filing, regardless of any action whatsoever that a Designated Holder may have taken, whether as a result of the issuance by the Company of any notice under this Section 4.1 or otherwise.

Request for Incidental Registration. If at At any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement registration statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated Holders Holder at least twenty thirty (2030) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the Holder the opportunity to register the number of Registrable Securities as each such Designated the Holder may request (an "Incidental RegistrationINCIDENTAL REGISTRATION")) in writing. The Company shall, and shall use all commercially reasonable its best efforts (within twenty ten (2010) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering Public Offering (the "Company UnderwriterCOMPANY UNDERWRITER") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration Holder to include its or his Registrable Securities in such offering Public Offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein; provided, however, that the Company shall not be obligated to effect more than three (3) Incidental Registrations pursuant to this Section 4, not including any Incidental Registration in which the Company, based on the opinion of the Company Underwriter, does not include any Registrable Securities which the Holder has requested to be included. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offeringunderwriting, the Company shall not be required to include any Registrable Securities in such underwritten offering underwriting unless the Designated Holders holders thereof accept the terms of the underwritten offering underwriting as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not Underwriter, jeopardize the success of the offering Public Offering by the Company. If in the written opinion of the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have Holder has requested to be included would materially adversely affect the success of such offeringPublic Offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, ; first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders Holder pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; 4 and third, any other securities requested to be included in such offeringunderwriting (other than securities to be offered for the account of any of the Management Stockholders), pro rata (in accordance with the proportion that the Fair Market Value of all securities proposed to be included in such registration by each holder bears to the Fair Market Value of all securities proposed to be included in such registration by Holder and all other Persons exercising incidental registration rights in such registration); and third; all securities to be offered for the account of the Management Stockholders.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Common Stock by the Company for its own account (other than a Registration Statement (i) on Form S-4 or S-8 or any successor theretothereto and (ii) with respect to an offering of Common Stock by the Company exclusively to its existing stockholders) (a "COMPANY OFFERING") or for the account of any stockholder of the Company other than the one in which all Designated HoldersHolders are either Initiating Holders or Priority Holders under Article III (each such Stockholder, a "NON-DESIGNATED STOCKHOLDER" and such offering, a "NON-DESIGNATED STOCKHOLDER OFFERING"), then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty ten (2010) days Business Days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental RegistrationINCIDENTAL REGISTRATION"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company UnderwriterCOMPANY UNDERWRITER") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company 15 -11- or the account securities of such other stockholderNon-Designated Stockholders, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersNon-Designated Stockholders, if any, and the Company UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Companysuch offering. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, Registration the Registrable Securities only to the extent of the amount of Registrable Securities that the Company Underwriter believes may be sold without causing such material adverse effect, (i) in the case of a Company Offering: first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities any securities to be offered for the account of Blackstone Holders and Wasxxxxxxxx Xxlders, pro rata based on the number of securities then owned by each; and third, any other Person (including the Designated Holders) pro rata based on the number of Registrable Securities and other shares of Common Stock of the Company then owned by each; and (ii) in the case of a Non-Designated Stockholder Offering: first, the securities to be offered for the account of Blackstone Holders pursuant to this Section 4, and Wasxxxxxxxx Xxlders pro rata based on the number of Registrable Securities owned by each each; second, all of the securities to be offered by such Designated HolderPersons as are exercising demand registration rights; third, all of the securities to be offered for the account of the Company; fourth, any Persons exercising incidental or piggyback registration rights under the Existing Registration Rights Agreement; and thirdfifth, any Registrable Securities and other securities shares of Common Stock requested to be included in such offeringoffering by the Designated Holders or any other Person pro rata based on the number of Registrable Securities and other shares of Common Stock then owned by each. Nothing in this Section 4.1 shall create any liability on the part of the Company or any other Person to the Designated Holders if the Company, for any reason, decides not to file a Registration Statement proposed to be filed pursuant to this Section 4.1 or to withdraw such Registration Statement subsequent to its filing, regardless of any action whatsoever that a Designated Holder may have taken, whether as a result of the issuance by the Company of any notice under this Section 4.1 or otherwise.

Request for Incidental Registration. If at At any time after the date hereof, if the Shelf Registration Statement is not effective and the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto, or any Registration Statement filed pursuant to subsection 8(c) of the Series D Purchase Agreement) or for the account of any stockholder of the Company other than the any Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental RegistrationINCIDENTAL REGISTRATION"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company UnderwriterCOMPANY UNDERWRITER") to permit each of the Designated Holders who have requested the Company in writing within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, firstFIRST, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; secondSECOND, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Article V and the Registrable Shares to be offered for the account of the Stockholders pursuant to Section 48(d) of the Series D Purchase Agreement, pro rata as a group, which Registrable Securities and Registrable Shares shall be allocated PRO RATA among such Designated Holders and Stockholders based on the number of Registrable Securities owned or Registrable Shares, as the case may be, requested to be included in such offering by each such Designated Holder; Holder or Stockholder, and thirdTHIRD, any other securities requested to be included in such offering.

Request for Incidental Registration. If at At any time after the Issuance Date until the end of the Effectiveness Period, if (i) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto), or (ii) or the Company proposes to file a Registration Statement under the Securities Act with respect to an offering for the account of any stockholder of the Company other than the any Designated HoldersHolder, then in each case the Company shall give written notice of such proposed filing to each of the Designated Holders Holder at least twenty thirty (2030) days before the anticipated filing date, and such notice shall describe specify, at minimum, the proposed date of filing of such Registration Statement, any proposed means of distribution of such Registrable Securities or other securities, any proposed managing underwriter or underwriters of such Registrable Securities or other securities and a good faith estimate by the Company of the proposed maximum offering price thereof, as such price is proposed to appear on the facing page of such registration and distribution statement, and offer such Designated Holders Holder the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially reasonable its best efforts (within twenty (20) days of the notice by the Designated Holder provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders Holder who have has requested in writing to the Company within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) section involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders Holder thereof accept accepts the terms of the underwritten offering as reasonably agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines in writing to the Company that the registration of all or part of the Registrable Securities which the Designated Holders have Holder has requested to be included in an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) would materially adversely affect the success price, timing or distribution of the securities offered or the price per security that will derive from such offeringregistration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, (i) all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; second, (ii) the Registrable Securities to be offered for the account of the Designated Holders Holder pursuant to this Section 4ARTICLE IV, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any (iii) other securities requested to be included in such offering; provided, however, that no such reduction shall reduce the shares of Registrable Securities held by the Designated Holder included in the registration to below 20% of the total amount of securities included in such registration, unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) hereof, in which case such 20% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b) hereof. If the Company Underwriter determines in writing that the registration of all or part of the Registrable Securities which the Designated Holder has requested to be included in an offering for the account of any stockholder of the Company other than the Designated Holder (“Other Stockholders”) would materially adversely affect the price, timing or distribution of the securities offered or the price per security that will derive from such registration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, (i) all of the securities to be offered for the account of such Other Stockholders, (ii) the Registrable Securities to be offered for the account of the Designated Holder pursuant to this ARTICLE IV, (iii) all of the securities to be offered for the account of the Company, and (iv) other securities requested to be included in such offering; provided, however, that no such reduction shall reduce the shares of Registrable Securities held by the Designated Holder included in the registration to below 40% of the total amount of securities included in such registration unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) above, in which case such 40% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b). For the avoidance of doubt, no registration pursuant to this section shall relieve the Company of its obligations to register Registrable Securities pursuant to Sections 3.1 and 3.2.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental RegistrationINCIDENTAL REGISTRATION"). The Company shall use all its commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company UnderwriterCOMPANY UNDERWRITER") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then then, subject to the immediately following sentence, only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, firstFIRST, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; secondSECOND, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 44 or securities to be offered for the account of other stockholders of the Company having similar "piggy-back" registration rights to the Designated Holders hereunder pursuant to other similar registration rights agreements, as a group pro rata based on the number of Registrable Securities or similar securities owned by each such Designated Holder; Holder or each such other stockholder of the Company, and thirdTHIRD, any other securities requested to be included in such offering.

Request for Incidental Registration. If at At any time after the ----------------------------------- Initial Public Offering, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any other Person (in each case, other than a Registration Statement on Form S-4 or S-8 or any successor thereto) thereto or for the account of any stockholder of the Company other than the Designated Holdersan offering pursuant to Section 3 or Section 5 hereof), then the Company shall give written notice of such proposed filing registration to each of the Designated Holders at least twenty ten (2010) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder holder may request (an "Incidental Registration"). The Company shall, and shall use all commercially reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing (within ten (10) days of the notice provided for in the preceding sentence) to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account included therein. The failure of any Designated Holder to respond within such 10-day period referred to above shall be deemed to be a waiver of such other stockholderDesignated Holder's rights under this Section 4 with respect to such Incidental Registration, as provided that any Designated Holder may waive -------- ---- its rights under this Section 4 prior to the case may be, included thereinexpiration of such 10-day period by giving written notice to the Company. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, (a) in the case of a Registration ----- Statement by the Company for its own account, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be ------ offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in ----- such underwritten offering.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) 20 days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all its commercially reasonable efforts (within twenty (20) 20 days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 3.01 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Companyset forth below. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders securities that have been requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first, all of the securities to be offered for the account of the Company or on the account Company, second, any other securities of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may be; second, the Registrable Securities to be offered for the account of Company requested by the Designated Holders pursuant to this Section 4be included in such offering, which such securities shall be allocated pro rata among the Designated Holders participating in the offering, based on the number of Registrable Securities owned requested to be included in such offering by each such Designated Holder; , and third, any other securities of the Company requested by holders thereof to be included in such registration, which such securities shall be allocated pro rata among such stockholders, based on the number of the Company's securities requested to be included in such offeringoffering by each such stockholder.

Request for Incidental Registration. If at At any time after the Initial Public Offering, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders), then the Company shall promptly give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing dateHolders, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder holder may request (an "Incidental Registration"). The Company shall, and shall use all commercially reasonable its best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in selected by the case of a Company for such proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing within twenty (20) calendar days after mailing of the notice provided for in the preceding sentence by the Company, to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not Underwriter, jeopardize the success of the offering by the Company, and enter into an underwriting agreement in customary form with the Company Underwriter. If the Company Underwriter determines that marketing factors require a limitation on the registration number of all or part of the Registrable Securities which the Designated Holders have requested to shares that may be included would materially adversely affect the success of such offeringunderwritten, then the Company Underwriter may limit the number of securities to be included in the registration and underwriting. The Company shall be required also advise all Designated Holders who have requested to include participate in the Incidental Registration and the securities entitled to inclusion in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effectregistration will include, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such underwritten offering.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of shares of Common Stock by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated HoldersOther Stockholder, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty ten (2010) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially its reasonable best efforts (within twenty ten (2010) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities shares of Common Stock for the account of the Company or for the account of such other stockholderOther Stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, (i) if the Registration Statement is proposed by the Company to be filed with respect to an offering of shares of Common Stock for the account of the Company, all of the securities shares of Common Stock to be offered for the account of the Company or on (ii) if the Registration Statement is requested to be filed with respect to an offering of shares of Common Stock for the account or accounts of an Other Stockholder or Other Stockholders, all of the selling stockholder that caused the registration statement that has triggered the Incidental Registration shares of Common Stock to be filed, as offered for the case may beaccount or accounts of such Other Stockholder or Other Stockholders initially requesting such Registration Statement; second, (x) the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 44 and (y) the shares of Common Stock to be offered for the account of any Other Stockholder requested to be included in such offering (other than any shares of Common Stock offered for the account of the Other Stockholder, if any, initially requesting such Registration Statement), in the case of foregoing clauses (x) and (y) pro rata based on the number of Registrable Securities owned by each such Designated HolderHolder and the number of shares of Common Stock owned by each such Other Stockholder; and third, any other securities requested the shares of Common Stock to be included in such offeringoffered for the account of the Company, if the Registration Statement is not initially proposed by the Company to be filed with respect to an offering of shares of Common Stock for the account of the Company.

Request for Incidental Registration. If at At any time commencing after the date hereof, but prior to the day that there are no longer Registrable Securities, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Common Stock, Series A Preferred Stock or Second Lien Notes by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number or amount of Registrable Securities of the same class to be registered by the Company as each such Designated Holder may request (an "“Incidental Registration"”); provided, that each Designated Holder shall keep all information relating to such offering in confidence and shall not make use of, disseminate or in any way disclose any such information. The Company Company, subject to the remaining provisions of this Section 5.1, shall use all commercially its reasonable best efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who that have requested the Company in writing within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her applicable Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 5.1 involving an underwritten offering, the Company shall not be required to include any applicable Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that advises the registration of all or part of the Registrable Securities which Company and the Designated Holders have in writing that in its opinion the number or amount, as applicable, of applicable Registrable Securities proposed to be sold in any registration under this Article V and any other securities of the Company requested or proposed to be included would in such registration exceeds the number that can be sold in such registration without (A) creating a substantial risk that the proceeds or price per share that will be derived from such registration will be materially reduced or that the number or amount, as applicable, of applicable Registrable Securities to be registered is too large a number to be reasonably sold, or (B) materially and adversely affect the success of affecting such offeringregistration in any other respect, then the Company shall be required to include in such Incidental Registration, to the extent aggregate number or amount, as applicable, of the amount applicable Registrable Securities that the Company Underwriter believes may be sold without creating such substantial risk or causing such material adverse effect, effect on the following basis: first, all of the securities to be offered for the account of the Company or on the account Company, second, all of the selling stockholder that caused the registration statement that has triggered the Incidental Registration registrable securities (if any) requested to be filedincluded in such registration by any stockholders of the Company (other than the Designated Holders) that, pursuant to any contractual right existing as of the case may be; secondEffective Date granted by the Company, have the right to request such registrable securities to be included in such registration, and third, the applicable Registrable Securities requested to be offered for the account of included in such registration by the Designated Holders pursuant to this Section 4Article V; provided, pro rata based on that the number of Company shall not be obligated to include applicable Registrable Securities owned in any such Registration Statement to the extent such inclusion would violate the provisions of any contractual right existing as of the Effective Date by each such Designated Holder; and third, the Company to any other securities requested to be included in such offeringPerson.

Request for Incidental Registration. If at At any time after the date hereof until the end of the Effectiveness Period, if (i) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 F-4 or S-8 or any successor thereto), or (ii) or the Company proposes to file a Registration Statement under the Securities Act with respect to an offering for the account of any stockholder shareholder of the Company other than the any Designated HoldersHolder, then in each case the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty fifteen (2015) days before the anticipated filing date, and such notice shall describe specify, at minimum, the proposed registration and date of filing of such Registration Statement, any proposed means of distribution of such Registrable Securities or other securities, any proposed managing underwriter or underwriters of such Registrable Securities or other securities and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to the Company within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholdershareholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersshareholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering by the Company for its own account (other than a Registration Statement on Form F-4 or S-8 or any successor thereto) would materially adversely affect the success price, timing or distribution of the securities offered or the price per security that will derive from such offeringregistration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, (i) all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; second, (ii) the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4SECTION 5, as a group, which Registrable Securities shall be allocated pro rata among such Designated Holders based on the number of Registrable Securities owned requested to be included in such offering by each such Designated Holder; Holder and third, any (iii) other securities requested to be included in such offering.; provided, however, that no such reduction shall reduce the shares of Registrable Securities held by the Designated Holders included in the registration to below 20% of the total amount of securities included in such registration, unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) hereof, in which case such 20% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b) hereof. If the Company Underwriter determines in writing that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering for the account of any shareholder of the Company other than any Designated Holders (“Other Shareholders”) would materially adversely affect the price, timing or distribution of the securities offered or the price per security that will derive from such registration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, (i) all of the securities to be offered for the account of such Other Shareholders, (ii) the Registrable Securities to be offered for the account of the Designated Holders pursuant to this SECTION 5, as a group, which Registrable Securities shall be allocated pro rata among such other Designated Holders based on the number of Registrable Securities requested to be included in such offering by each such Designated Holder, (iii) all of the securities to be offered for the account of the Company, and (iv) other securities requested to be included in such offering; provided, however, that no such reduction shall reduce the shares of Registrable Securities held by the Designated Holders included in the registration to below 40% of the total amount of securities included in such registration unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) above, in which case such 40% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b). For the avoidance of doubt, no registration pursuant to this Section 5.1 shall relieve the Company of its obligations to register Registrable Securities pursuant to Sections 3.1, 3.2 and 5.1. Exhibit K - 9

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date or an Exchange Act Registration, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 X-0, X-0 or S-8 or any successor thereto) or for the account of any stockholder shareholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholdershareholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersshareholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially and adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If at At any time time, commencing on the date the Warrant is exercisable in accordance with its terms, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days 20)-days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially reasonable its best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, firstFIRST, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; secondSECOND, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and thirdTHIRD, any other securities requested to be included in such offering.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all its commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Companyset forth below. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders securities that have been requested to 12 9 be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first, all of the securities to be offered for the account of the Company or on the account and second, any other securities of the selling stockholder that caused the registration statement that has triggered the Incidental Registration Company requested by stockholders to be filed, as the case may be; second, the Registrable Securities to be offered for the account of included in such offering (including the Designated Holders pursuant to this Section 4Holders), which such securities shall be allocated pro rata among the stockholders participating in the offering based on the number of Registrable Securities owned the Company's securities held by each such Designated Holder; and third, any other securities requested to be included in such offeringstockholder.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering (i) by the Company for its own account (other than a Registration Statement on Form S-4 X-0, X-0 or S-8 or any successor thereto) or (ii) for the account of any stockholder shareholder of the Company other than (including without limitation an Initiating Holder pursuant to Section 3, but excluding for the Designated Holdersaccount of an F-3 Initiating Holder, which shall be governed exclusively by Section 5) (in each case, an “Incidental Registration”), then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty fifteen (2015) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "a “Notice of Incidental Registration"”). The Upon the written request of any Designated Holder made within fifteen (15) days after receipt of a Notice of Incidental Registration (which request shall specify the Registrable Securities intended to be disposed of by such Designated Holder), the Company shall use all its commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters permit or, in the case of a proposed underwritten offering offering, cause the managing underwriter or underwriters (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholdershareholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersshareholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If In the case of an offering by the Company for its own account or for the account of any shareholder of the Company (other than for an Initiating Holder in connection with a Demand Registration pursuant to Section 3 or an F-3 Initiating Holder in connection with a F-3 Registration pursuant to Section 5), if the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect exceed the success of number that can be reasonably sold in such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effectreasonably sold, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering; and any securities so excluded shall be withdrawn from and shall not be included in the Incidental Registration. For the avoidance of doubt and notwithstanding anything to the contrary set forth in this Section 4(a), (i) in the case of a Demand Registration pursuant to Section 3, to the extent that there is any cutback in the number of shares sold in such offering, such cutback shall be governed by Section 3(d) and (ii) in the case of a F-3 Registration pursuant to Section 5, to the extent that there is any cutback in the number of shares sold in such offering, such cutback shall be governed by Section 5(b).

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Common Stock by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor theretothereto or in connection with an offering made exclusively to stockholders of the Company generally) (a "Company Offering") or for the account of any stockholder of the Company other than the Investors (each such Stockholder, a "Non-Designated HoldersStockholder" and such offering a "Non-Designated Stockholder Offering"), then the Company shall give written notice of such proposed filing to each of the Designated Holders Investors at least twenty ten (2010) days Business Days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders Investors the opportunity to register the number of Registrable Securities held by such Investor as each such Designated Holder Investor may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders Investors who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account securities of such other stockholderNon-Designated Stockholders, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders Investors thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersNon-Designated Stockholders, if any, and the Company UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then then, subject to this Section 4.1, only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Companysuch offering. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders Investors have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, Registration the Registrable Securities only to the extent of the amount of Registrable Securities that the Company Underwriter believes may be sold without causing such material adverse effect, (i) in the case of a Company Offering: first, all of the securities to be offered for the account of the Company or on Company; second, any securities to be offered for the account of Blackstone Holders and Wasserstein Holders as required by the selling stockholder that caused Existing Registration Rights Xxxxxxxxx (as such requirements are in effect on the registration statement that has triggered date hereof) based on the Incidental requirements of the Existing Registration to be filedRights Agreement (as such requirements are in effect on the date hereof); third, as the case may be; second, the Registrable Securities any securities to be offered for the account of the Designated Holders pursuant to this Section 4Becker Investors, the Joan Investors or the Textron Investors based xx xxx requirements of xxx Second Rights Agreement and Textron Rights Agreement; fourth, any shares of Common Stock owned by Heartland Industrial Partners, L.P. and its Affiliates and transferees and any Registrable Securities owned by the Investors pro rata based on the number of Registrable Securities such securities then owned by each such Designated Holdereach; and fifth, any securities to be offered for the account of any other Person; and (ii) in the case of a Non-Designated Stockholder Offering: first, the securities to be offered for the account of Blackstone Holders and Wasserstein Holders based on the requirements of the Existing Registxxxxxx Xxxxts Agreement (as such requirements are in effect on the date hereof); second, all of the securities to be offered by such Persons as are exercising demand registration rights (other than Heartland Industrial Partners, L.P. and its Affiliates) and all of the securities of the Textron Investors in respect of their rights, if any, as "Priority Holders" under the Second Rights Agreement based on the requirements of the Existing Registration Rights Agreement, the Second Rights Agreement and the Textron Rights Agreement (as such requirements are in effect on the date hereof); third, all of the securities to be offered for the account of the Company; fourth, any other securities requested to be included in such offeringoffering by the Textron Investors, the Becker Investors or the Joan Investors based on the requirements of xxx Xxcond Rights Agreemxxx and the Textron Rights Agreement (as such requirements are in effect on the date hereof); and fifth, any shares of Common Stock owned by Heartland Industrial Partners, L.P. and its Affiliates and any Registrable Securities owned by the Investors pro rata based on the number of such securities then owned by each. Nothing in this Section 4.1 shall create any liability on the part of the Company or any other person to the Investors if the Company, for any reason, decides not to file a Registration Statement proposed to be filed pursuant to this Section 4.1 or to withdraw such Registration Statement subsequent to its filing, regardless of any action whatsoever that an Investor may have taken, whether as a result of the issuance by the Company of any notice under this Section 4.1 or otherwise.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Company Offering") or for the account of any stockholder of the Company other than the Designated HoldersHolders (each such Stockholder, a "Non-Designated Stockholder" and such offering a "Non-Designated Stockholder Offering"), then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty ten (2010) days Business Days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account securities of such other stockholderNon-Designated Stockholders, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersNon-Designated Stockholders, if any, and the Company UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, (i) in the case of a Company Offering: first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Blackstone Holders pursuant to this Section 4and Xxxxxxxxxxx Holders, pro rata based on the number of Registrable Securities then owned by each such Designated Holdereach; and third, any other securities requested to be included in such offeringoffering by the Investors and any other Person pro rata based on the number of Registrable Securities then owned by each; and (ii) in the case of a Non-Designated Stockholder Offering: first, the Registrable Securities to be offered for the account of Blackstone Holders and Xxxxxxxxxxx Holders pro rata based on the number of Registrable Securities owned by each; second, all of the securities to be offered for the account of the Company, such Non-Designated Stockholder and the Investors pro rata based on the number of securities then owned by each. Nothing in this Section 4.1 shall create any liability on the part of the Company or any other person to the Designated Holders if the Company, for any reason, decides not to file a Registration Statement proposed to be filed pursuant to this Section 4.1 or to withdraw such Registration Statement subsequent to its filing, regardless of any action whatsoever that a Designated Holder may have taken, whether as a result of the issuance by the Company of any notice under this Section 4.1 or otherwise.

Request for Incidental Registration. If at At any time after the date hereof, if the Shelf Registration Statement is not effective and the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty as far in advance as practicable (20but not less than ten (10) days Business Days) before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request in writing (an "Incidental Registration"). The Upon the written request of such Designated Holder made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Designated Holder), the Company shall use all its commercially reasonable efforts (within twenty ten (2010) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4Article IV as a group, pro rata based on the number of Registrable Securities owned by each requested to be included in such Designated Holderregistration; and third, any third other securities requested to be included in such offering.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Common Stock by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor theretothereto or in connection with an offering made exclusively to stockholders of the Company generally) (a "Company Offering") or for the account of any stockholder of the Company other than the one in which all Investors are participating under Article III (each such Stockholder, a "Non-Designated HoldersStockholder" and such offering a "Non-Designated Stockholder Offering"), then the Company shall give written notice of such proposed filing to each of the Designated Holders Investors at least twenty ten (2010) days Business Days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders Investors the opportunity to register the number of Registrable Securities held by such Investor as each such Designated Holder Investors may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders Investors who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account securities of such other stockholderNon-Designated Stockholders, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders Investors thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersNon-Designated Stockholders, if any, and the Company UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then then, subject to this Section 4.1, only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Companysuch offering. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders Investors have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, Registration the Registrable Securities only to the extent of the amount of Registrable Securities that the Company Underwriter believes may be sold without causing such material adverse effect, (i) in the case of a Company Offering: first, all of the securities to be offered for the account of the Company or on Company; second, any securities to be offered for the account of Blackstone Holders and Wasserstein Holders as required by the selling stockholder that caused Existing Registration Rights Xxxxxxxxx (as such requirements are in effect on the registration statement that has triggered date of the Incidental Registration to be filedPurchase Agreement), as pro rata based on the case may benumber of securities then owned by each; secondthird, the Registrable Securities any securities to be offered for the account of the Investors or the Becker Investors or the Joan Investors, pro rata based on the numbex xx xecurities then ownxx xy each; and fourth, any securities to be offered for the account of any other Person; and (ii) in the case of a Non-Designated Stockholder Offering: first, the securities to be offered for the account of Blackstone Holders pursuant to this Section 4, and Wasserstein Holders pro rata based on the number of Registrable Securities Secxxxxxxx xxxed by each as required by Section 4.1 of the Existing Registration Rights Agreement (as in effect on the date of the Purchase Agreement); second, all of the securities to be offered by such Persons as are exercising demand registration rights (other than Heartland Industrial Partners, L.P., the New Equity Holders and their respective Affiliates) and all of the securities of the Investors in respect of their rights, if any, as "Priority Holders" under the Second Rights Agreement pro rata based on the number of securities owned by each such Designated Holderof them; and third, all of the securities to be offered for the account of the Company; fourth, any Registrable Securities and other securities requested to be included in such offeringoffering by the Investors or the Becker Investors or the Joan Investors pro rata based on the number xx Xxgistrable Securitixx xnd other securities then owned by each of them; and fifth, any shares of Common Stock owned by Heartland Industrial Partners, L.P. and its Affiliates and the New Private Equity Holders pro rata based on the number of shares of Common Stock then owned by each. Nothing in this Section 4.1 shall create any liability on the part of the Company or any other Person to the Investors if the Company, for any reason, decides not to file a Registration Statement proposed to be filed pursuant to this Section 4.1 or to withdraw such Registration Statement subsequent to its filing, regardless of any action whatsoever that an Investor may have taken, whether as a result of the issuance by the Company of any notice under this Section 4.1 or otherwise.

Request for Incidental Registration. If at At any time commencing after the date hereof, but prior to the day that is twenty-four (24) months after the Merger Effective Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the any Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company Company, subject to the remaining provisions of this Section 5.1, shall use all commercially its reasonable best efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who that have requested the Company in writing within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that advises the registration of all or part of the Registrable Securities which Company and the Designated Holders have in writing that in its opinion the number of Registrable Securities proposed to be sold in any registration under this Article V and any other securities of the Company requested or proposed to be included would in such registration exceeds the number (the "Maximum Number of Shares (Incidental Registration)") that can be sold in such registration without (A) creating a substantial risk that the proceeds or price per share that will be derived from such registration will be materially reduced or that the number of Registrable Securities to be registered is too large a number to be reasonably sold, or (B) materially and adversely affect the success of affecting such offeringregistration in any other respect, then the Company shall be required to include in such Incidental Registration, to : (i) if the extent Incidental Registration is an underwritten registration on behalf of the amount that the Company Underwriter believes may be sold without causing such adverse effectCompany, (x) first, all of the securities to be offered for the account of the Company or on Company, that can be sold without exceeding the account Maximum Number of Shares (Incidental Registration) and (y) second, to the extent that the Maximum Number of Shares (Incidental Registration) has not been reached under the foregoing clause (x), the shares of Common Stock and other securities of the selling stockholder that caused Company, if any, including the registration statement that has triggered the Incidental Registration to be filedRegistrable Securities, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders which registration has been requested pursuant to this Section 4, written contractual piggy-back registration rights of security holders (pro rata based on in accordance with the number of Registrable Securities owned by each such Designated Holder; and third, any shares of Common Stock or other securities (determined on an as-converted to Common Stock basis) which each requesting Person has actually requested to be included in such offeringIncidental Registration, regardless of the number of shares of Common Stock or other securities with respect to which such Person has the right to request such inclusion that can be sold without exceeding the Maximum Number of Shares (Incidental Registration), or (ii) if the Incidental Registration does not include an underwritten registration on behalf of the Company, but does include an underwritten registration demanded by any Person (other than a Designated Holder) that has the right to demand such registration pursuant to any contractual right granted by the Company, (I) first, the shares of Common Stock or other securities of the Company for the account of the demanding Person(s) that can be sold without exceeding the Maximum Number of Shares (Incidental Registration), (II) second, to the extent that the Maximum Number of Shares (Incidental Registration) has not been reached under the foregoing clause (I), the shares of Common Stock or other securities of the Company that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares (Incidental Registration), and (III) third, to the extent that the Maximum Number of Shares (Incidental Registration) has not been reached under the foregoing clauses (I) and (II), the shares of Common Stock and other securities of the Company, if any, including the Registrable Securities, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders (pro rata in accordance with the number of shares of Common Stock or other securities (determined on an as-converted to Common Stock basis) which each requesting Person has actually requested to be included in such Incidental Registration, regardless of the number of shares of Common Stock or other securities with respect to which such Person has the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares (Incidental Registration).

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, including the Initial Public Offering, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) 20 days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially its reasonable best efforts (within twenty (20) 20 days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines in good faith that marketing factors require a limitation in the registration of all or part Incidental Registration of the Registrable Securities which the Designated Holders have requested number of shares to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to then the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effectIncidental Registration shall cover, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement registration statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated Holders of Registrable Securities at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder holder may request (an "Incidental RegistrationINCIDENTAL REGISTRATION"). The Ad Hoc Stockholders acknowledge and agree that the Company shall be permitted to satisfy such notice requirement with respect to the Ad Hoc Stockholders by providing such written notice to the Ad Hoc Stockholders' Representative only (and not all of the Ad Hoc Stockholders). The Company shall, and shall use all commercially reasonable its best efforts (within twenty ten (2010) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company UnderwriterCOMPANY UNDERWRITER") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his such Designated Holder's Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. Any request by an Ad Hoc Stockholder to have his or her Registrable Securities included in such Incidental Registration shall be submitted to the Ad Hoc Stockholders' Representative, and the Ad Hoc Stockholders' Representative shall submit all such requests to the Company. The Company shall have no obligation to include in any Incidental Registration pursuant to this Section 4(a), any Registrable Securities of the Ad Hoc Stockholders, unless the Company shall have received from the Ad Hoc Stockholders' Representative written requests to include in such registration at least 60% of the Registrable Securities owned in the aggregate by all of the Ad Hoc Stockholders. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offeringunderwriting, the Company shall not be required to include any Registrable Securities in such underwritten offering underwriting unless the Designated Holders holders thereof accept the terms of the underwritten offering underwriting as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering.materially

Request for Incidental Registration. If at At any time commencing six months after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of securities by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) 20 days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially reasonable its best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested requested, in writing received by the Company within 15 days after receipt of the Company’s written notice by such Designated Holders, to participate in the Incidental Registration to include its some or all of its, his or her Registrable Securities in such offering on the same terms and conditions as the securities of the Company offered for the account of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 4.8 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not jeopardize the success of Underwriter, be reasonably likely to have a material adverse effect on the offering by the Company. If the Company Underwriter determines advises the Company that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first, all of the securities to be offered for the account of the Company or on the account and any stockholder of the selling stockholder Company, other than the Designated Holders, that caused the have initiated such registration statement that has triggered the Incidental Registration pursuant to be filed, as the case may bean exercise of their demand registration rights; second, the Registrable Securities to be offered for the account of the Designated Clarion Holders and Designated Regions Holders pursuant to this Section 4Article IV, pro rata based on the number of Registrable Securities owned by each such Designated Holderholder; and third, any other securities requested to be included in such offering, pro rata based on the number of Registrable Securities owned by each other holder of Registrable Securities who have requested registration of Registrable Securities.

Request for Incidental Registration. If at At any time after the IPO Effective Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Ordinary Shares by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty as promptly as practicable (20but in any event not less than ten (10) days Business Days) before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially its reasonable best efforts (within twenty ten (2010) days Business Days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have has requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities for the account of the Company or for the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a6.03(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersstockholder, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize be materially detrimental to the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would be materially adversely affect detrimental to the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effectbeing so materially detrimental, first, all of the securities to be offered by the Company for its account and for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may besuch other stockholder; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 46.03, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such underwritten offering.

Request for Incidental Registration. If at At any time after the date hereof, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register include the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4Article IV, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If at At any time after the IPO ----------------------------------- Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor theretothereto or pursuant to Rule 415 under the Securities Act) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) ----------------------- to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize be detrimental to the success of the offering by the CompanyCompany and such other stockholders. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of be detrimental to such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse detrimental effect, (i) if such offering is by the Company for its own account, then first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may be----- Company; second, the Registrable Securities to be offered for the account of the ------ Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any ----- other securities requested to be included in such offering; or (ii) if such offering is for the account of any stockholder of the Company other than the Designated Holders, then first, all of the securities to be offered for the ----- account of such stockholder; and second, the Registrable Securities to be ------ offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; , and third, any other securities requested to be included in such offeringoffered for the account of the Company, ratably.

Request for Incidental Registration. If at At any time after the date hereof until the end of the Effectiveness Period, if (i) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 F-4 or S-8 or any successor thereto), or (ii) or the Company proposes to file a Registration Statement under the Securities Act with respect to an offering for the account of any stockholder shareholder of the Company other than any Designated Holder or as required under the Designated HoldersKKR Transaction Documents, then in each case the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty fifteen (2015) days before the anticipated filing date, and such notice shall describe specify, at minimum, the proposed registration and date of filing of such Registration Statement, any proposed means of distribution of such Registrable Securities or other securities, any proposed managing underwriter or underwriters of such Registrable Securities or other securities and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to the Company within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholdershareholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersshareholders, if any, and the Company Underwriter. For the avoidance of doubt, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the no registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on 5.1 shall relieve the number Company of its obligations to register Registrable Securities owned by each such Designated Holder; pursuant to Sections 3.1, 3.2 and third, any other securities requested to be included in such offering.5.1. EXHIBIT F -8

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account and/or for the account of third parties (other than a Registration Statement registration statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated then Holders of Registrable Securities at least twenty thirty (2030) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder holder may request (an "Incidental Registration"). The Company shall, and shall use all commercially reasonable its best efforts (within twenty ten (2010) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to to, permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, and/or third parties included therein. In connection with any Incidental Registration under this Section 4(a3(a) involving an underwritten offeringunderwriting, the Company shall not be required to include any Registrable Securities in such underwritten offering underwriting unless the Designated Holders holders thereof accept the terms of the underwritten offering underwriting as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not Underwriter, jeopardize the success of the offering by the CompanyCompany and/or such third parties. If in the written opinion of the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included pursuant to this Section 3 would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration Company; second, securities to be filedincluded in such offering in accordance with the terms of that certain Amended and Restated Registration Rights Agreement, dated as of February 23, 1999, by and among the case may beCompany and the stockholders named therein; secondthird, securities to be included in such offering in accordance with the terms of that certain Registration Rights Agreement, dated as of September 27, 2000, by and among the Company and the stockholders named therein; fourth, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 43, pro rata based on the number of Registrable Securities owned amount recommended by each such Designated Holderthe Company Underwriter; and thirdfifth, any other securities requested to be included in such offeringunderwriting.

Request for Incidental Registration. If at At any time after the date of this Agreement, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated Holders (in addition to any notice that the Company may be required to provide to other holders of securities pursuant to other registration rights agreements, including the 1998 Agreement), at least twenty (20) 30 days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder holder may request (an "Incidental Registration"). The Company shall, and shall use all commercially reasonable its best efforts (within twenty (20) 10 days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account Company; second, all of the selling stockholder that caused the registration statement that has triggered the Incidental Registration securities eligible to be filed, as offered by the case may beparties to the 1998 Agreement; secondthird, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and thirdfourth, any other securities requested to be included in such underwritten offering.

Request for Incidental Registration. If at At any time after the date hereof until the end of the Effectiveness Period, if (i) the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 F-4 or S-8 or any successor thereto), or (ii) or the Company proposes to file a Registration Statement under the Securities Act with respect to an offering for the account of any stockholder shareholder of the Company other than the any Designated HoldersHolder, then in each case the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty fifteen (2015) days before the anticipated filing date, and such notice shall describe specify, at minimum, the proposed registration and date of filing of such Registration Statement, any proposed means of distribution of such Registrable Securities or other securities, any proposed managing underwriter or underwriters of such Registrable Securities or other securities and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to the Company within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholdershareholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersshareholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering by the Company for its own account (other than a Registration Statement on Form F-4 or S-8 or any successor thereto) would materially adversely affect the success price, timing or distribution of the securities offered or the price per security that will derive from such offeringregistration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, (i) all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; second, (ii) the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4SECTION 5, as a group, which Registrable Securities shall be allocated pro rata among such Designated Holders based on the number of Registrable Securities owned requested to be included in such offering by each such Designated Holder; Holder and third, any (iii) other securities requested to be included in such offering.; provided, however, that no such reduction shall reduce the shares of Registrable Securities held by the Designated Holders included in the registration to below 20% of the total amount of securities included in such registration, unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) hereof, in which case such 20% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b) hereof. If the Company Underwriter determines in writing that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in an offering for the account of any shareholder of the Company other than any Designated Holders (“Other Shareholders”) would materially adversely affect the price, timing or distribution of the securities offered or the price per security that will derive from such registration, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, (i) all of the securities to be offered for the account of such Other Shareholders, (ii) the Registrable Securities to be offered for the account of the Designated Holders pursuant to this SECTION 5, as a group, which Registrable Securities shall be allocated pro rata among such other Designated Holders based on the number of Registrable Securities requested to be included in such offering by each such Designated Holder, (iii) all of the securities to be offered for the account of the Company, and (iv) other securities requested to be included in such offering; provided, however, that no such reduction shall reduce the shares of Registrable Securities held by the Designated Holders included in the registration to below 40% of the total amount of securities included in such registration unless such adverse effect is related to any of the matters contemplated by Section 3.2(b) above, in which case such 40% floor shall not apply and such Registrable Securities may be excluded pursuant to the provisions of Section 3.2(b). For the avoidance of doubt, no registration pursuant to this Section 5.1 shall relieve the Company of its obligations to register Registrable Securities pursuant to Sections 3.1, 3.2 and 5.1. EXHIBIT C-10

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Ordinary Shares by the Company for its own account (other than a Registration Statement on Form F-4, S-4 or S-8 or ox X-0 xx any successor theretothereto and other than solely pursuant to a Registration Statement on Form F-6) or for the account of any stockholder shareholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering registration on the same terms and conditions as the securities of the Company or the account of such other stockholdershareholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration registration, offering or listing of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect jeopardize the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing so jeopardizing the success of such adverse effect, firstoffering FIRST, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; secondSECOND, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, 4 and the other shareholders for whose account the Registration Statement is filed pro rata based on the number of Registrable Securities owned by each such Designated HolderHolder or other shareholder; and thirdTHIRD, any other securities requested to be included in such offering.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all its commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Companyset forth below. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders securities that have been requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first, all of the securities to be offered for the account of the Company or on the account and second, any other securities of the selling stockholder that caused the registration statement that has triggered the Incidental Registration Company requested by stockholders to be filed, as the case may be; second, the Registrable Securities to be offered for the account of included in such offering (including the Designated Holders pursuant to this Section 4Holders), which such securities shall be allocated pro rata among the stockholders participating in the offering based on the number of Registrable Securities owned the Company's securities held by each such Designated Holder; and third, any other securities requested to be included in such offeringstockholder.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders Holder at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such the Designated Holders the opportunity to register the number of Registrable Securities as each such the Designated Holder Holders may request (an "“Incidental Registration"”). The Company shall use all its commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Companyset forth below. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders securities that have been requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first, all of the securities to be offered for the account of the Company or on the account and second, any other securities of the selling stockholder that caused the registration statement that has triggered the Incidental Registration Company requested by stockholders to be filed, as the case may be; second, included in such offering (including the Registrable Securities to Securities), which such securities shall be offered for the account of the Designated Holders pursuant to this Section 4, allocated pro rata among the stockholders participating in the offering based on the number of Registrable Securities owned the Company’s securities held by each such Designated Holder; and third, any other securities requested to be included in such offeringstockholder.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 X-0, X-0 or S-8 or any successor thereto) or for the account of any stockholder shareholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all commercially its reasonable best efforts to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the “Company Underwriter”) to permit each of the Designated Holders who have requested in writing (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholdershareholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersshareholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on for the account of shareholder(s) of the selling stockholder that caused Company other than the registration statement that has triggered the Incidental Designated Holder(s) for whom such Registration to be Statement is being filed, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If at At any time commencing after the second anniversary of the date hereof, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the any Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who that have requested the Company in writing within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that advises the registration of all or part of the Registrable Securities which Company and the Designated Holders have in writing that in its opinion the number of Registrable Securities proposed to be sold in any registration under this Article V and any other securities of the Company requested or proposed to be included would in such registration exceeds the number that can be sold in such registration without (A) creating a substantial risk that the proceeds or price per share that will be derived from such registration will be materially reduced or that the number of Registrable Securities to be registered is too large a number to be reasonably sold, or (B) materially and adversely affect the success of affecting such offeringregistration in any other respect, then the Company shall be required to include in such Incidental Registration, to the extent aggregate number of the amount Registrable Securities that the Company Underwriter believes may be sold without creating such substantial risk or causing such material adverse effect, on the following basis: (x) if the Incidental Registration is an underwritten registration on behalf of the Company, first, all of the securities to be offered for the account of the Company or on the account Company, second, all of the selling stockholder that caused the registration statement that has triggered the Incidental Registration registrable securities (if any) requested to be filedincluded in such registration by the Category I Investors that, pursuant to any contractual right existing as of the case may be; seconddate of this Agreement granted by the Company, have the right to request such registrable securities to be included in such registration and third, the Registrable Securities requested to be offered for the account of included in such registration by the Designated Holders pursuant to this Section 4, pro rata based on Article V and all of the number of Registrable Securities owned by each such Designated Holder; and third, any other registrable securities (if any) requested to be included in such offeringregistration by the Category II Investors that, pursuant to any contractual right existing as of the date of this Agreement granted by the Company, have the right to request such registrable securities to be included in such registration, together with the Designated Holders as a group, or (y) if the Incidental Registration does not include an underwritten registration on behalf of the Company, but does include an underwritten registration demanded by any Person (other than a Designated Holder and DCCLP) that has the right to demand such registration pursuant to any contractual right granted by the Company, first, all of the registrable securities demanded to be included in such registration by such Person and second, all of the registrable securities (if any) requested to be included in such registration by the Category I Investors that, pursuant to any contractual right existing as of the date of this Agreement granted by the Company, have the right to request such registrable securities to be included in such registration and third, the Registrable Securities requested to be included in such registration by the Designated Holders pursuant to this Article V and all of the registrable securities (if any) requested to be included in such registration by the Category II Investors that, pursuant to any contractual right existing as of the date of this Agreement granted by the Company, have the right to request such registrable securities to be included in such registration, together with the Designated Holders as a group; provided, that in either (x) or (y) above if all of the Registrable Securities which the Company has been requested by the Designated Holders to be included in such Incidental Registration by each such Designated Holder and all of the registrable securities which the Company has been requested by the Category II Investors to be included in such Incidental Registration by each Category II Investor exceeds the number recommended by the Company Underwriter, the number of registrable securities to be included in such Incidental Registration shall be determined on a pro rata basis based on the amount of Registrable Securities of the Designated Holders requested to be included in such registration and the amount of registrable securities of the Category II Investors requested to be included in such registration, together as a group; and provided further, that the Company shall not be obligated to include Registrable Securities in any such Registration Statement to the extent such inclusion would violate the provisions of any contractual right existing as of the date of this Agreement granted by the Company to any other Person. Notwithstanding the foregoing, in the event that any such existing contractual right would purport to exclude the Designated Holders from participating in such a Registration Statement, the Company agrees to use its commercially reasonable efforts to obtain the consent or waiver of the parties to such contractual right to permit the Designated Holders to participate in such Registration Statement to the extent contemplated by this Agreement.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated HoldersCompany, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer each such Designated Holders Holder the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts (within twenty ten (2010) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters (the "Underwriter"), in the case of a proposed underwritten offering (the "Company Underwriter") offering, to permit each of the Designated Holders Holder who have has requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a3(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders Holder thereof accept accepts the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the CompanyCompany as set forth in the next sentence. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders Holder have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of any other stockholder at the selling stockholder that caused request of which the registration statement that has triggered the Incidental Company intends to file a Registration to be filedStatement, as the case may be; second, securities to be offered for the account of other third parties (who are not officers of the Company or its Affiliates) with contractual registration rights from the Company received in connection with an equity financing of the Company or in connection with a strategic alliance or similar transaction; and third, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 43, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Common Stock by the Company for its own account (other than a Registration Statement (i) on Form S-4 or S-8 or any successor theretothereto and (ii) with respect to an offering of Common Stock by the Company exclusively to its existing stockholders) (a "Company Offering") or for the account of any stockholder of the Company other than the one in which all Designated HoldersHolders are either Initiating Holders or Priority Holders under Article III (each such Stockholder, a "Non-Designated Stockholder" and such offering, a "Non-Designated Stockholder Offering"), then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty ten (2010) days Business Days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account securities of such other stockholderNon-Designated Stockholders, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersNon-Designated Stockholders, if any, and the Company UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Companysuch offering. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, Registration the Registrable Securities only to the extent of the amount of Registrable Securities that the Company Underwriter believes may be sold without causing such material adverse effect, (i) in the case of a Company Offering: first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities any securities to be offered for the account of Blackstone Holders and Wasserstein Holders, pro rata based on the number of securities thxx xxxxx xx each; and third, any other Person (including the Designated Holders pursuant to this Section 4, Holders) pro rata based on the number of Registrable Securities and other shares of Common Stock of the Company then owned by each such Designated Holdereach; and (ii) in the case of a Non-Designated Stockholder Offering: first, the securities to be offered for the account of Blackstone Holders and Wasserstein Holders pro rata based on the number of Registrable Sexxxxxxxx xxned by each; second, all of the securities to be offered by such Persons as are exercising demand registration rights; third, all of the securities to be offered for the account of the Company; fourth, any Persons exercising incidental or piggyback registration rights under the Existing Registration Rights Agreement; and fifth, any Registrable Securities and other securities shares of Common Stock requested to be included in such offeringoffering by the Designated Holders or any other Person pro rata based on the number of Registrable Securities and other shares of Common Stock then owned by each. Nothing in this Section 4.1 shall create any liability on the part of the Company or any other Person to the Designated Holders if the Company, for any reason, decides not to file a Registration Statement proposed to be filed pursuant to this Section 4.1 or to withdraw such Registration Statement subsequent to its filing, regardless of any action whatsoever that a Designated Holder may have taken, whether as a result of the issuance by the Company of any notice under this Section 4.1 or otherwise.

Request for Incidental Registration. If at At any time after the date hereof, if the Shelf Registration Statement is not effective and the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto, any Registration Statement filed pursuant to subsection 8(c) of the Series D Purchase Agreement, or the shelf registration statement to be filed on behalf of the Common Stock Holders pursuant to Section 2(a) of the Common Stock Registration Rights Agreement) or for the account of any stockholder of the Company other than the any Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental RegistrationINCIDENTAL REGISTRATION"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice by the Designated Holders provided for below in the preceding this sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company UnderwriterCOMPANY UNDERWRITER") to permit each of the Designated Holders who have requested the Company in writing within ten (10) Business Days of the giving of the notice by the Company to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 5.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; secondSECOND, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Article V, the Registrable Shares to be offered for the account of the Stockholders pursuant to Section 48(d) of the Series D Purchase Agreement, pro rata and the Registrable Common Shares to be offered for the account of the Common Stock Holders pursuant to Section 3(a) of the Common Stock Registration Rights Agreement, as a group, which Registrable Securities, Registrable Shares and Registrable Common Shares shall be allocated PRO RATA among such Designated Holders, the Stockholders and the Common Stock Holders based on the number of Registrable Securities owned Securities, Registrable Shares or Registrable Common Shares, as the case may be, requested to be included in such offering by each such Designated Holder; , Stockholder or Common Stock Holder, and thirdTHIRD, any other securities requested to be included in such offering.

Request for Incidental Registration. If at any time 180 days after the Initial Public Offering the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”), which number shall be subject for any such Incidental Registration to the holdback agreements set forth in Section 6 below. The Company shall use all its commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, (i) if the Registration Statement is proposed by the Company to be filed with respect to an offering of shares of Common Stock for the account of the Company, all of the securities shares of Common Stock to be offered for the account of the Company or on (ii) if the Registration Statement is requested to be filed with respect to an offering of shares of Common Stock for the account or accounts of any stockholder of the selling stockholder that caused Company, other than the Designated Holders, pursuant to registration statement that has triggered rights granted in accordance with Section 10(b), all of the Incidental Registration shares of Common Stock to be filed, as offered for the case may beaccount or accounts of such other stockholders of the Company initially requesting such Registration Statement; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, and the securities to be offered by any other stockholder of the Company pursuant to registration rights granted in accordance with Section 10(b), pro rata based on the number of Registrable Securities owned by each such Designated HolderHolder and each such other stockholder; and third, any other securities requested to be included in such offering. The Company may postpone or withdraw the filing or effectiveness of an Incidental Registration at any time in its sole discretion.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "“Incidental Registration"”). The Company shall use all its commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Companyset forth below. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders securities that have been requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filedCompany, as the case may be; second, the any Registrable Securities to requested by the Xxxxxxx Stockholders, which Registrable Securities shall be offered for the account of the Designated Holders pursuant to this Section 4, allocated pro rata among the Xxxxxxx Stockholders, based on the number of Registrable Securities owned held by each such Designated Holder; Xxxxxxx Stockholder and third, any other securities of the Company requested by stockholders to be included in such offeringoffering (including the Designated Holders other than the Xxxxxxx Stockholders), which such securities shall be allocated pro rata among the stockholders participating in the offering based on the number of the Company’s securities held by each such stockholder.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or Form S-8 or any successor thereto) or for the account an offering on behalf of any stockholder other securities holders of the Company (other than the Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated Holders of Registrable Securities at least twenty thirty (2030) days before the anticipated filing datedate of the Registration Statement, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder holder may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts (within twenty ten (2010) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have Holder which has requested in writing to participate include Registrable Securities in the Incidental Registration to include its or his Registrable Securities participate in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering underwriting unless the Designated Holders thereof accept the terms of the underwritten offering underwriting as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included in the underwritten offering by the Company would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned amount recommended by each such Designated Holderthe Company Underwriter; and third, any other securities requested to be included in such offeringunderwriting.

Request for Incidental Registration. If at any time the ----------------------------------- Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially reasonable ----------------------- efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the ------------------- Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of ----- the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may be; second, the Registrable Securities to be offered for ------ the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering.. -----

Request for Incidental Registration. If at At any time after the ----------------------------------- date hereof, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering (i) by the Company for its own account (other than a Registration Statement on Form S-4 X-0, X-0 or S-8 or any successor thereto) or (ii) for the account of any stockholder shareholder of the Company other than (including without limitation an Initiating Holder pursuant to Section 3, but excluding for the Designated Holdersaccount of an F-3 Initiating Holder, which shall be governed exclusively by Section 5) (in each case, an “Incidental Registration”), then the Company shall give written notice of such proposed filing to each of Holder other than the Designated Holders Initiating Holder(s) at least twenty thirty (2030) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer each such Designated Holders Holder the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "a “Notice of Incidental Registration"”). The Company shall use all commercially reasonable efforts (Upon the written request of any Holder made within twenty (20) days after receipt of a Notice of Incidental Registration (which request shall specify the notice provided for in Registrable Securities intended to be disposed of by such Holder), the preceding sentence) Company shall use its commercially reasonable efforts to cause the managing underwriter or underwriters permit or, in the case of a proposed underwritten offering offering, cause the managing underwriter or underwriters (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholdershareholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholdersshareholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If In the case of an offering by the Company for its own account or for the account of any shareholder of the Company (other than a Demand Registration pursuant to Section 3 or an F-3 Registration pursuant to Section 5), if the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect exceed the success of number that can be reasonably sold in such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effectreasonably sold, first, all of the securities to be offered for the account of the Company (but only in the case of a Company initiated Incidental Registration), or on the account of the selling stockholder shareholder that caused the registration statement that has triggered initiated the Incidental Registration to be filedRegistration, as the case may be; , second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any securities to be offered for the account of the Company (but only in the case of an Incidental Registration initiated by a shareholder) and any other securities requested to be included in such offering; and any securities so excluded shall be withdrawn from and shall not be included in the Incidental Registration. For the avoidance of doubt, (i) in the case of a Demand Registration pursuant to Section 3, to the extent that there is any cutback in the number of shares sold in such offering, such cutback shall be governed by Section 3(d) and (ii) in the case of an F-3 Registration pursuant to Section 5, to the extent that there is any cutback in the number of shares sold in such offering, such cutback shall be governed by Section 5(b).

Request for Incidental Registration. If at At any time time, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement registration statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated Holders of Registrable Securities at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder holder may request (an "Incidental RegistrationINCIDENTAL REGISTRATION"). The Ad Hoc Stockholders acknowledge and agree that the Company shall be permitted to satisfy such notice requirement with respect to the Ad Hoc Stockholders by providing such written notice to the Ad Hoc Stockholders' Representative only (and not all of the Ad Hoc Stockholders). The Company shall, and shall use all commercially reasonable its best efforts (within twenty ten (2010) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company UnderwriterCOMPANY UNDERWRITER") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his such Designated Holder's Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. Any request by an Ad Hoc Stockholder to have his or her Registrable Securities included in such Incidental Registration shall be submitted to the Ad Hoc Stockholders' Representative, and the Ad Hoc Stockholders' Representative shall submit all such requests to the Company. The Company shall have no obligation to include in any Incidental Registration pursuant to this Section 4(a), any Registrable Securities of the Ad Hoc Stockholders, unless the Company shall have received from the Ad Hoc Stockholders' Representative written requests to include in such registration at least 60% of the Registrable Securities owned in the aggregate by all of the Ad Hoc Stockholders. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offeringunderwriting, the Company shall not be required to include any Registrable Securities in such underwritten offering underwriting unless the Designated Holders holders thereof accept the terms of the underwritten offering underwriting as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned amount recommended by each such Designated Holderthe Company Underwriter; and third, any other securities requested to be included in such offeringunderwriting.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. Monday, August 11, 2003.MAX In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If If, at any time time, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 F-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders), then the Company shall give written notice of such proposed filing to each of the Designated Holders Holder, at least twenty fifteen (2015) days Business Days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders Holder the opportunity to register the number of Registrable Securities as each such Designated Holder holder may request (an "“Incidental Registration"”). No Designated Holder shall be entitled to be named as a selling securityholder in the Registration Statement, and no Designated Holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless such Designated Holder has responded in writing indicating such Designated Holder’s intention to participate in the proposed registration and distribution within five (5) Business Days after such Designated Holder’s receipt of written notice from the Company. The Company shall, and shall use all its commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the a Designated Holders Holder who have has requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders holder thereof accept accepts the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, Company and the Company Underwriter, and then only in such quantity as will not, in the opinion of the Company Underwriter believes will not jeopardize Underwriter, have a material adverse effect on the success of the offering by the Company. If in the written opinion of the Company Underwriter determines that the registration of all or part of the Registrable Securities which the one or more Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 44 and Other Registrable Shares, if any, to be offered for the account of Other Holders requesting incidental or piggy-back registrations in accordance with their registration rights agreements with the Company, if necessary, allocated among the Designated Holders exercising the right to Incidental Registration and such requesting Other Holders on a pro rata based on and non-discriminatory basis according to the number of Registrable Securities owned then outstanding held by each such Designated HolderHolder requesting registration (excluding the Registrable Securities of any Designated Holder that has chosen not to exercise its right to Incidental Registration) and the number of Other Registrable Securities then outstanding held by each such requesting Other Holder (excluding the Other Registrable Securities of any Other Holder that has chosen not to request incidental registration under its registration rights agreement with the Company); and third, any other securities requested to be included in such underwritten offering.

Request for Incidental Registration. If at At any time after the IPO Effectiveness Date, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) 20 days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all its commercially reasonable efforts (within twenty (20) 20 days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 3.01 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Companyset forth below. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders securities that have been requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first, all of the securities to be offered for the account of the Company or on the account Company, second, any other securities of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may be; second, the Registrable Securities to be offered for the account of Company requested by the Designated Holders pursuant to this Section 4be included in such offering, pro rata which such securities shall be allocated PRO RATA among the Designated Holders participating in the offering, based on the number of Registrable Securities owned requested to be included in such offering by each such Designated Holder; , and third, any other securities of the Company requested by holders thereof to be included in such registration, which such securities shall be allocated pro rata among such stockholders, based on the number of the Company's securities requested to be included in such offeringoffering by each such stockholder.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company of its equity securities for cash for its own account (other than (a) a Registration Statement in which the only equity securities being registered are equity securities issuable upon conversion of debt securities which are also being registered, (b) a Registration Statement on Form S-4 or S-8 Form S-8, or any successor thereto, or otherwise primarily in connection with a Company stock incentive plan, or (c) a Registration Statement in connection with an exchange offer of securities solely to existing security holders of the Company, or (d) a Registration Statement relating to a transaction under Rule 145 of the Securities Act) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder Holders may request (an "“Incidental Registration"”). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "“Company Underwriter"”) to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its its, his or his her Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein, provided that (other than as set forth in Articles III and V and as may be otherwise set forth in this Article IV) the Company shall have the right to postpone or withdraw, in its sole discretion, any such registration without obligation to any Designated Holder. In connection with any Incidental Registration under this Section 4(a) 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then then, subject to the following two sentences, only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders Investor Stockholders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders Investor Stockholders pursuant to this Section 4Article IV, pro rata based on the number of Registrable Securities owned by each such Designated HolderInvestor Stockholder; third, the Registrable Securities to be offered for the account of the Founding Stockholders pursuant to this Article IV, pro rata based on the number of Registrable Securities owned by each such Founding Stockholder; and thirdfourth, any other securities requested to be included in such offering; provided, however, that no such reduction shall reduce the number of shares of Registrable Securities to be offered for the account of Investor Stockholders below 30% of the total number of shares included in the Incidental Registration. Notwithstanding the foregoing, if such offering is the Initial Public Offering, any or all of the Registrable Securities held by the Investor Stockholders may be excluded if the underwriters make the determination described above.

Request for Incidental Registration. If at At any time after the date hereof, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental RegistrationINCIDENTAL REGISTRATION"). The Company shall use all commercially its reasonable best efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company UnderwriterCOMPANY UNDERWRITER") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; secondSECOND, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and thirdTHIRD, any other securities requested to be included in such offering.

Request for Incidental Registration. If at At any time after the date hereof, ----------------------------------- if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register include the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all commercially its reasonable best efforts ----------------------- (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the ------------------- Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) 4.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may beCompany; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4Article IV, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If at At any time after the earlier of (x) the Closing Date or (y) the occurrence of a Triggering Event, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of securities by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental Registration"). The Company shall use all its commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing (before the expiration of such 20-day period) to participate in the Incidental Registration to include its or his Registrable Securities (specifying the number of shares requested to be included) in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, of the same class and series included therein. In connection with any Incidental Registration under this Section 4(a7.2(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the holders exercising demand registration statement that has triggered the Incidental Registration to be filed, as the case may berights in such registration; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 47.2, pro rata based on the number of Registrable Securities owned requested to be included by each such Designated Holder; , and third, any other securities requested to be included in such offering.

Request for Incidental Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a Registration Statement on Form S-4 or S-8 or any successor thereto) or for the account of any stockholder of the Company other than the Designated Holders, then the Company shall give written notice of such proposed filing to each of the Designated Holders at least twenty (20) days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request (an "Incidental RegistrationINCIDENTAL REGISTRATION"). The Company shall use all commercially reasonable efforts (within twenty (20) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the "Company UnderwriterCOMPANY UNDERWRITER") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the same terms and conditions as the securities of the Company or the account of such other stockholder, as the case may be, included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such offering, then the Company shall be required to include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company or on the account of the selling stockholder that caused the registration statement that has triggered the Incidental Registration to be filed, as the case may be; second, the Registrable Securities to be offered for the account of the Designated Holders pursuant to this Section 4, pro rata based on the number of Registrable Securities owned by each such Designated Holder; and third, any other securities requested to be included in such offering.