Common use of Right to Include Common Stock Clause in Contracts

Right to Include Common Stock. If at any time after the completion of the Company’s initial Public Offering the Company at any time proposes to register any offer or sale of its Common Stock under the Securities Act (other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof), whether or not for sale for its own account, it will give at least 30 days prior written notice (the “Notice” (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof) to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders’ rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 20 days of the date of the Notice, the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereof (an “Incidental Registration”), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requests; provided, however, that (i) if, any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s Common Stock, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); (ii) if a registration undertaken pursuant to this Section 3 shall involve an Underwritten Offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registration) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.

Right to Include Common Stock. If at any time after the completion of the Company’s initial Public Offering the Company at any time proposes to register any offer or sale of its Common Stock under the Securities Act (other than on a Special the registration agreement contemplated by the Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereofRights Agreement), whether or not for sale for its own account, it will give at least 30 days prior written notice (the “"Piggy-Back Notice” ("), which request Piggy-Back Notice shall specify the aggregate number of the Registrable Securities shares of Common Stock to be registered and will also specify the intended method of disposition thereof) , to all holders Holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders’ the Holder's rights under this Section 32.3(a). Upon the written request of any such holders Holder of Registrable Securities made within 20 days of the date of delivery of the Piggy-Back Notice, the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof (an “Incidental a "Piggy-Back Registration”), ") to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requests; provided, however, that (i) if, any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s Common Stockeffect such registration, the Company shall give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses registration expenses (in accordance with Section 2.6) in connection therewith); and (ii) if a registration undertaken pursuant to this Section 3 shall involve an Underwritten Offering, any holder Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale of such holder’s Holder's Registrable Securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registration) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.

Right to Include Common Stock. If at any time after the completion of the Company’s initial Public Offering the Company at any time proposes to register any offer or sale of its Common Stock under the Securities Act (other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof), whether or not for sale for its own account, it will each such time give at least 30 days prior written notice (the “"Notice” ") to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders' rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 15 days of the date of the Notice (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof) to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders’ rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 20 days of the date of the Notice), the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which that the Company has been so requested to register by the holders thereof (an “"Incidental Registration”"), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requestsbe so registered; provided, however, that (i) if, any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s 's Common Stock, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); (ii) if a registration undertaken pursuant to this Section 3 shall involve an Underwritten Offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registration) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.a

Right to Include Common Stock. If at any time after the completion of the Company’s initial Public Offering the Company at any time ----------------------------- proposes to register any offer or sale of its Common Stock under the Securities Act (other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof), whether or not for sale for its own account, it will each such time give at least 30 days prior written notice (the “Notice” (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof) to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders’ ' rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 20 days prior to the proposed filing date (which request shall specify the intended method of the date of the Noticedisposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereof (an “"Incidental Registration”"), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requestsbe so registered; provided, however, that (i) if, any time after giving written notice of -------- its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s 's Common Stock, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); (ii) if a registration undertaken requested pursuant to this Section 3 shall involve an Underwritten Offeringunderwritten public offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 30 days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b3 (b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registrationso registered) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.

Right to Include Common Stock. If at any time after or from time to time following the completion of date the Company’s initial Company has consummated an Initial Public Offering the Company at any time proposes to register any offer or sale of its Common Stock under the Securities Act (other than in connection with the Initial Public Offering and other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof), whether or not for sale for its own account, it will each such time, as promptly as practicable following the date of filing with the Commission or other applicable regulatory authority of a registration statement or similar document with respect to such registration, give at least 30 days prior written notice (the “Incidental Registration Notice” ”) to all holders of Registrable Securities of its intention to register its Common Stock under the Securities Act, and of such holders’ rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within five (5) days of the date of the Incidental Registration Notice (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof) to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders’ rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 20 days of the date of the Notice), the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereof (an “Incidental Registration”), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requestsbe so registered; provided, however, that (i) if, at any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s Common Stock, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); (ii) if a registration undertaken requested pursuant to this Section 3 shall involve an Underwritten Offeringunderwritten public offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 five (5) days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b3(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registration) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.

Right to Include Common Stock. If at any time after the completion of the Company’s initial Public Offering the Company Constar at any time proposes to register any offer or sale of its Common Stock under the Securities Act (other than in connection with the Initial Public Offering, mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans, stock option or other employee benefit plans, or other registrations on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof Form S-4 or an S-3 Registration under Section 4(c) hereofForm S-8 or successor forms thereto), whether or not for sale for its own account, it will each such time give at least 30 days prior written notice (the “Notice” (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof”) to all holders of Registrable Securities each Holder of its intention to file a registration statement under the Securities Act and of such holders’ Holder’s rights under this Section 3. Upon the written request of any such holders of Registrable Securities a Holder, made within 20 15 days of the date of delivery of the NoticeNotice to such Holder (which request shall specify the aggregate number of the Registrable Securities owned by such Holder that such Holder elects to be registered), Constar will, subject to the Company will terms hereof, use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company Constar has been so requested to register by the holders thereof such Holder (an “Incidental Registration”), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requests; provided, however, that (i) if, any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company Constar shall determine for any reason not to register the Company’s any shares of its Common Stock, the Company Constar shall give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, shall be relieved of its obligation under this Section 3 to register any offer and sale of Registrable Securities in connection with such aborted registration (but not from its obligation to pay the Registration Expenses in connection therewith); ) and (ii) if a registration undertaken requested pursuant to this Section 3 shall involve an Underwritten Offeringunderwritten public offering, any holder of Registrable Securities requesting to be included in such registration a Holder may elect, in writing at least 20 15 days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale withdraw all or part of such holder’s its Registrable Securities in connection with from such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registration) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.

Right to Include Common Stock. If at any time after the completion of the Company’s initial Public Offering the Company at any time proposes to register any offer or sale of its Common Stock under the Securities Act (other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof), whether or not for sale for its own account, it the Company will give written notice at least 30 days prior to the anticipated effective date of the registration statement filed or to be filed in connection with such registration to all holders of Registrable Securities of its intention to issue its Common Stock under the Securities Act and of such holders' rights under this Section 2. Upon the written request of any such holders of Registrable Securities made within 15 days of the date of the foregoing notice (from the “Notice” Company (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof) to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders’ rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 20 days of the date of the Notice), the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereof (an “"Incidental Registration”"), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requestsbe so registered; provided, however, provided that (i) if, any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s Common Stock, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); (ii) if a registration undertaken requested pursuant to this Section 3 2 shall involve an Underwritten Offeringunderwritten public offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 25 days prior to the effective date of the registration statement Registration Statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b2(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registrationso registered) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.

Right to Include Common Stock. If at any time after the completion of the Company’s initial Public Offering the Company at any time following the date which is six months after the date of consummation of a Public Offering (as defined in the Shareholders Agreement) of the Common Stock proposes to register any offer or sale of its Common Stock under the Securities Act (other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof), whether or not for sale for its own account, it will at each such time give at least 30 days prior written notice (the “"Common Stock Notice” ") to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders' rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 15 days of the date of the Common Stock Notice (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof) to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders’ rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 20 days of the date of the Notice), the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereof (an “a "Common Incidental Registration”"), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requestsbe so registered; provided, however, that (i) if, any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s 's Common Stock, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); (ii) if a registration undertaken requested pursuant to this Section 3 shall involve an Underwritten Offeringunderwritten public offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities securities in connection with such registration; and (iii) if, at any time after the 180-day days or such shorter period specified in Section 5(b)as may be determined by the Board of Directors, the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registrationso registered) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.

Right to Include Common Stock. If at any time or from time to time following the date which is six months after the completion of the Company’s initial Company has consummated its first Qualified Public Offering Offering, the Company at any time proposes to register any offer or sale of its Common Stock under the Securities Act (other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof), whether or not for sale for its own account, it will give written notice at least 30 thirty (30) days prior to the anticipated effective date of the registration statement filed or to be filed in connection with such registration to all holders of Registrable Securities of its intention to register its Common Stock under the Securities Act and of such holders' rights under this Section 2. Upon the written request of any such holders of Registrable Securities made within fifteen (15) days after the receipt of the Company's notice (the “Notice” (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof) to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders’ rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 20 days of the date of the Notice), the Company will use its best efforts to effect the include in such registration under the Securities Act of the offer and sale of statement all Registrable Securities which the Company has been so requested to register by the holders thereof (an “Incidental Registration”"INCIDENTAL REGISTRATION"), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requestsbe so registered; provided, howeverPROVIDED, that (i) if, any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s 's Common Stock, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); (ii) if a registration undertaken requested pursuant to this Section 3 2 shall involve an Underwritten Offeringunderwritten public offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 twenty (20) days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b4(c), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registrationso registered) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.

Right to Include Common Stock. If at any time or from time to time following the date which is six months after the completion Company has registered its Common Stock pursuant to Section 12 of the Company’s initial Public Offering Exchange Act the Company at any time proposes to register any offer or sale of its Common Stock under the Securities Act (other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof), whether or not for sale for its own account, it will each such time give at least 30 days prior prompt written notice (the “"Notice” ") to all holders of Registrable Securities of its intention to issue its Common Stock under the Securities Act and of such holders' rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 15 days of the date of the Notice (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof) to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders’ rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 20 days of the date of the Notice), the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereof (an “"Incidental Registration”"), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requestsbe so registered; provided, however, that (i) if, at any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s 's Common Stock, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); (ii) if a registration undertaken requested pursuant to this Section 3 shall involve an Underwritten Offeringunderwritten public offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 30 days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b3(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registrationso registered) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.

Right to Include Common Stock. If at any time after the completion of the Company’s initial Public Offering the Company Constar at any time proposes to register any offer or sale of its Common Stock under the Securities Act (other than in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans, stock option or other employee benefit plans, or other registrations on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof Form S-4 or an S-3 Registration under Section 4(c) hereofForm S-8 or successor forms thereto), whether or not for sale for its own account, it will each such time give at least 30 days prior written notice (the “Notice” (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof”) to all holders of Registrable Securities each Holder of its intention to file a registration statement under the Securities Act and of such holders’ Holder’s rights under this Section 3. Upon the written request of any such holders of Registrable Securities a Holder, made within 20 15 days of the date of delivery of the NoticeNotice to such Holder (which request shall specify the aggregate number of the Registrable Securities owned by such Holder that such Holder elects to be registered), Constar will, subject to the Company will terms hereof, use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company Constar has been so requested to register by the holders thereof such Holder (an “Incidental Registration”), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requests; provided, however, that (i) if, any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company Constar shall determine for any reason not to register the Company’s any shares of its Common Stock, the Company Constar shall give written notice of such determination to each holder of Registrable Securities Holder and, thereupon, shall be relieved of its obligation under this Section 3 to register any offer and sale of Registrable Securities in connection with such aborted registration (but not from its obligation to pay the Registration Expenses in connection therewith); ) and (ii) if a registration undertaken requested pursuant to this Section 3 shall involve an Underwritten Offeringunderwritten public offering, any holder of Registrable Securities requesting to be included in such registration a Holder may elect, in writing at least 20 15 days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale withdraw all or part of such holder’s its Registrable Securities in connection with from such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registration) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.

Right to Include Common Stock. If at any time after the completion of the Company’s initial Public Offering the Company at any time proposes to register any offer or sale of its Common Stock under the Securities Act (other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof), whether or not for sale for its own account, it will give at least 30 days prior written notice (the “Notice” (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof) to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders’ rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 20 days of the date of the Notice, the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereof (an “Incidental Registration”), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requests; provided, however, that (i) if, any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s Common Stock, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); (ii) if a registration undertaken pursuant to this Section 3 shall involve an Underwritten Offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b4(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registration) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.

Right to Include Common Stock. If at any time after the completion of the Company’s initial Public Offering the Company at any time proposes to register any offer or sale of its Common Stock under the Securities Act (other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof), whether or not for sale for its own account, it will each such time give at least 30 days prior written notice (the “"Notice” ") to all holders of Registrable Securities of its intention to issue its Common Stock under the Securities Act and of such holders' rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 15 days of the date of the Notice (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof) to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders’ rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 20 days of the date of the Notice), the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereof (an “"Incidental Registration”"), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requestsbe so registered; provided, however, that (i) if, at any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s 's Common Stock, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); (ii) if a registration undertaken requested pursuant to this Section 3 shall involve an Underwritten Offeringunderwritten public offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 30 days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b3(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registrationso registered) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.

Right to Include Common Stock. If the Company at any time after the completion of the Company’s initial Public Offering the Company at any time date hereof proposes to register any offer or sale of its Common Stock (or any security which is convertible, exchangeable or exercisable into Common Stock) under the Securities Act (other than a registration on a Special Registration StatementForm S-4 or S-8, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereofany successor or other forms promulgated for similar purposes), whether or not for sale for its own account, it will give at least 30 days prior written notice (the “Notice” (in a manner which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof) to all holders would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all Holders of Common Stock of its intention to file a registration statement under the Securities Act do so and of such holders’ Holders' rights under this Section 32. Upon the written request of any such holders Holder made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities made within 20 days intended to be disposed of the date of the Noticeby such Holder), the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereof (an “Incidental Registration”)Holders thereof, to the extent required requisite to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requestsbe so registered; provided, however, that (i) if, at any time after giving written notice of its intention to register the offer and sale of shares of Common Stock any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register proceed with the Company’s Common Stockproposed registration of the securities to be sold by it, the Company shall may, at its election, give written notice of such determination to each holder Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); , and (ii) if such registration involves an underwritten offering, all Holders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration undertaken requested pursuant to this Section 3 shall involve 2(a) involves an Underwritten Offeringunderwritten public offering, any holder of Registrable Securities Holder requesting to be included in such registration may elect, in writing at least 20 days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities securities in connection with such registration; and . Nothing in this Section shall operate to limit the right of any Holder to (iiii) if, at any time after the 180-day or shorter period specified in Section 5(b), the sale of the securities has not been completed, the Company may withdraw from request the registration on a pro rata basis of Common Stock issuable upon conversion, exchange or exercise of securities held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities or (based on ii) request the number registration at one time of Registrable Securities requested by each holder of Registrable Securities to be subject to both securities convertible, exchangeable or exercisable into Common Stock and the Common Stock underlying any such registration) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been soldsecurities.

Right to Include Common Stock. If at any time after the completion of the Company’s 's initial Public Offering the Company at any time proposes or is required to register any offer or sale of its Common Stock under the Securities Act (other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof), whether or not for sale for its own accountaccount (including a registration pursuant to Section 4 or Section 5 hereof) , it will give at least 30 days prior written notice (the “"Notice” " (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof) to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders’ ' rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 20 days of the date of the Notice, the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereof (an “"Incidental Registration”"), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requests; provided, however, that (i) if, any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s 's Common Stock, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); (ii) if a registration undertaken pursuant to this Section 3 shall involve an Underwritten Offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale of such holder’s 's Registrable Securities in connection with such registration; and (iii) if, at any time after the 180-180 day or shorter period specified in Section 5(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registration) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.

Right to Include Common Stock. If at any time after the completion of the Company’s initial Public Offering the Company at any time ----------------------------- proposes to register any offer or sale of its Common Stock under the Securities Act (other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof), whether or not for sale for its own account, it the Company will give written notice at least 30 days prior to the anticipated effective date of the registration statement filed or to be filed in connection with such registration to all holders of Registrable Securities of its intention to issue its Common Stock under the Securities Act and of such holders' rights under this Section 2. Upon the written request of any such holders of Registrable Securities made within 15 days of the date of the foregoing notice (from the “Notice” Company (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof) to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders’ rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 20 days of the date of the Notice), the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereof (an “"Incidental ---------- Registration”"), to the extent required to permit the public disposition (in ------------ accordance with such intended methods thereof) of the Registrable Securities subject to such requestsbe so registered; provided, however, provided that (i) if, any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s Common Stock, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); (ii) if a registration undertaken requested pursuant to this Section 3 2 shall involve an Underwritten Offeringunderwritten public offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 25 days prior to the effective date of the registration statement Registration Statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b2(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registrationso registered) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold. Notwithstanding the foregoing, in connection only with the initial registered public offering of the Common Stock, which offering is a primary offering, no Registrable Securities shall be included in such registration without the prior written consent of the holders of a majority of the Vectura Registrable Securities.

Right to Include Common Stock. If at any time after the completion of the Company’s initial Public Offering the Company at any time proposes to register any offer or sale of its shares of Common Stock or other securities convertible or exchangeable into Common Stock under the Securities Act (other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof)Act, whether or not for sale for its own account, it the Company will give given written notice at least 30 thirty (30) days prior written notice (to the “Notice” (which request shall specify the aggregate number anticipated effective date of the Registrable Securities registration statement filed or to be registered and will also specify the intended method of disposition thereof) filed in connection with such registration to all holders of Registrable Securities of its intention to file a registration statement issue shares of its Common Stock under the Securities Act and of such holders’ ' rights under this Section 32(a). Upon the written request of any such holders of Registrable Securities made within 20 fifteen (15) days of the date of the Noticeforegoing notice from the Company (the "Incidental Registration Inclusion Date") (which request shall specify the aggregate number of the Registrable Securities requested to be registered and will also specify the intended method of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereof (an “"Incidental Registration”"), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requestsbe so registered; provided, however, PROVIDED that (i) if, any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s Common Stock, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); and (ii) if a registration undertaken requested pursuant to this Section 3 2(a) shall involve an Underwritten Offeringunderwritten public offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 twenty-five (25) days prior to the effective date of the registration statement Registration Statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registration) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.

Right to Include Common Stock. If at any time after the completion of the Company’s initial Public Offering the Company at any time proposes to register any offer or sale of its Common Stock under the Securities Act (other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof), whether or not for sale for its own account, it will give written notice at least 30 days prior written notice to the date on which a registration statement relating to such offering is proposed to be filed with the Commission (the “Notice” (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof”) to all holders of Registrable Securities of its intention to file such a registration statement under the Securities Act and of such holders’ rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 20 days of the date of the NoticeNotice (which request shall specify the intended number of Registrable Securities to be registered and will also specify the intended method of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereof (an “Incidental Registration”), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requests; provided, however, that (i) if, any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s Common Stock, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); (ii) if a registration undertaken pursuant to this Section 3 shall involve an Underwritten Offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registration) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.

Right to Include Common Stock. If at any time after or from time to time following the completion date the Company has registered its Common Stock pursuant to Section 12 of the Company’s initial Public Offering Exchange Act the Company at any time proposes to register any offer or sale of its Common Stock under the Securities Act (other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof), whether or not for sale for its own account, it will each such time, as promptly as practicable following the date of filing with the U.S. Securities and Exchange Commission or other applicable regulatory authority of a registration statement or similar document with respect to such registration, give at least 30 days prior written notice (the “"Notice” ") to all holders of Registrable Securities of its intention to issue its Common Stock under the Securities Act on, and of such holders' rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 15 days of the date of the Notice (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof) to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders’ rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 20 days of the date of the Notice), the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereof (an “"Incidental Registration”"), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requestsbe so registered; provided, however, that (i) if, at any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s 's Common Stock, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); (ii) if a registration undertaken requested pursuant to this Section 3 shall involve an Underwritten Offeringunderwritten public offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 30 days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b3(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registrationso registered) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.

Right to Include Common Stock. If at any time after the completion of the Company’s initial Public Offering the Company at any time proposes to register any offer or sale of its Common Stock under the Securities Act (other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof), whether or not for sale for its own account, it the Company will give written notice at least 30 days prior to the anticipated effective date of the registration statement filed or to be filed in connection with such registration to all holders of Registrable Securities of its intention to register Common Stock under the Securities Act and of such holders' rights under this Section 2. Upon the written request of any such holders of Registrable Securities made within 15 days of the date of the foregoing notice (from the “Notice” Company (which request shall specify the aggregate number of the such holder's Registrable Securities to be registered and will also specify the intended method of disposition thereof) to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders’ rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 20 days of the date of the Notice), the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereof (an “"Incidental Registration”"), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requestsbe so registered; provided, however, that (i) if, any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s Common Stock, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); (ii) if a registration undertaken requested pursuant to this Section 3 2 shall involve an Underwritten Offeringunderwritten public offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 25 days prior to the effective date of the registration statement Registration Statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b4(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of each holder's Registrable Securities requested by each holder of Registrable Securities to be subject to included in such registrationRegistration Statement) of the offer and sale of the Registrable Securities of which the Company has been requested to register included in such Registration Statement and which have not been sold.

Right to Include Common Stock. If at any time after or from time to time following the completion of the Company’s initial Public Offering date the Company at any time proposes to register any offer or sale of its Common Stock under the Securities Act (other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof), whether or not for sale for its own account, it will each such time, as promptly as practicable following the date of filing with the Commission or other applicable regulatory authority of a registration statement or similar document with respect to such registration, give at least 30 days prior written notice (the “Incidental Registration Notice” ”) to all holders of Registrable Securities of its intention to register its Common Stock under the Securities Act, and of such holders’ rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within five business (5) days of the date of the Incidental Registration Notice (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof) to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders’ rights under this Section 3. Upon the written request of any such holders of Registrable Securities made within 20 days of the date of the Notice), the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereof (an “Incidental Registration”), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requestsbe so registered; provided, however, that (i) if, at any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Company’s Common Stock, the Company shall give written notice of such determination to each holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); (ii) if a registration undertaken requested pursuant to this Section 3 shall involve an Underwritten Offeringunderwritten public offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 five (5) days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b3(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registration) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.

Right to Include Common Stock. If If, at any time after the completion of the Company’s initial Public Offering Offering, the Company at any time proposes to register any offer or sale of its Common Stock under the Securities Act (other than on a Special Registration Statement, but expressly including a Demand Registration pursuant to Section 4(a) hereof or an S-3 Registration under Section 4(c) hereof), whether or not for sale for its own account, it will give at least 30 days prior written notice (the “Notice” (which request shall specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof”) to all holders of Registrable Securities of its intention to file a registration statement under the Securities Act and of such holders’ rights under this Section 3. Upon the written request of any such holders of Registrable Securities (which request will specify the aggregate number of the Registrable Securities to be registered and will also specify the intended method of disposition thereof) made within 20 days of the date of the Notice, the Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which the Company has been so requested to register by the holders thereof (an “Incidental Registration”), to the extent required in order to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to such requests; provided, however, that (i) if, any time after giving written notice of its intention to register the offer and sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine determines for any reason not to register the Company’s Common Stock, the Company shall will give written notice of such determination to each holder of Registrable Securities and, thereupon, shall will be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); (ii) if a registration undertaken pursuant to this Section 3 shall involve involves an Underwritten Offering, any holder of Registrable Securities requesting to be included in such registration may elect, in writing at least 20 days prior to the effective date of the registration statement filed in connection with such registration, not to register the offer and sale of such holder’s Registrable Securities in connection with such registration; and (iii) if, at any time after the 180-day or shorter period specified in Section 5(b), the sale of the securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each holder of Registrable Securities to be subject to such registration) of the offer and sale of the Registrable Securities of which the Company has been requested to register and which have not been sold.