Common use of Right to Include Registrable Securities Clause in Contracts

Right to Include Registrable Securities. If at any time after February 18, 2002, the Company proposes to register any of its securities of the same class under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statement, whether or not for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration"), it shall as expeditiously as possible give written notice to the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") of its intention to do so and of such Holders' rights under this Section 18. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 days after receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall include in the Registration Statement the Registrable Securities which the Company has been so requested to register by the Holders thereof and the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Act.

Right to Include Registrable Securities. If Except in connection with an exclusive demand registration pursuant to Section 2.1 of the Timet Registration Rights Agreement or Section 2.1 of the Registration Rights Agreement (the "Principal Stockholders' Registration Agreement"), dated as of February 25, 1997, among Societe Industrielle de Materiaux Avances, LWH Holding S.A. and Advanced Materials Investments Holding S.A. (collectively, the "Principal Stockholders"), as in effect on the date hereof, if the Company at any time after February 18the second anniversary of the date of this Agreement, 2002, the Company proposes to register any of its securities of the same class Common Stock under the Securities Act of 1933 (the "Securities Act") by registration on any form for the registration of other than Forms S-4 or S-8, or a Form S-1 relating to securities under such Act, excluding, however, any securities covered by to be issued in connection with a post-effective amendment to an existing effective registration statementmerger or similar transaction, whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")account, it shall as expeditiously as possible will each such time give prompt written notice to the holder or all registered holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holdersholders' rights under this Section 182.1(a). Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder holder made as promptly as practicable and in any event within 15 10 days after the receipt of any such notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Holderholder and the selling price (the "First Offer Price") which is acceptable to such holder, which shall be no less than 200,000 shares as determined in the aggregate for all Holdersgood faith by such holder), the Company shall include in will use its best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders holders thereof and (all such holders are referred to herein as the "Selling Holders"); provided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the First Offer Price which any Selling Holder shall have indicated to be acceptable to such Selling Holder, the Company shall keep so advise such Selling Holder of such price, and such Selling Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement in effect statement; and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreementprovided, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; providedfurther, however, that as any sale of Offered Securities pursuant to the registration provisions of this Section 2.1(a) shall, pursuant to Section 2.6(a), be subject to the Company's prior right of first refusal set forth in Section 6 of the Investment Agreement and shall be subject to the additional purchase rights of the Company set forth in Section 2.6(b). If, at any particular time after giving written notice of its intention to register any securities contained 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 or to delay registration of such securities, the Company shall give written notice of such determination to each Selling Holder of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (y) 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 securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Actother securities.

Right to Include Registrable Securities. If at any time after February 18, 2002, the Company Initial Conversion Date Lazard Ltd proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders of Lazard Ltd other than any of its securities of the same class Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statement, whether or not for sale for its own account (other than by pursuant to (i) Section 2.1, (ii) a Registration Statement registration statement on Form S-4 or S-8 X-0, Xxxx X-0 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in connection with an exchange offer or an offering a manner that would permit registration of securities solely Registrable Securities for sale to the securityholders of public under the Company, Securities Act (iva “Public Offering”) any Registration Statement filed exclusively in connection with a rights offering or (vb) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement filed with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to demand a registration rights statement on Form X-0, Xxxx X-0 or as required any successor or similar forms), in order to complete a then current financing by the Company manner that contractually limits selling shareholders would permit registration of Registrable Securities for sale to the holders of such rights) public under the Securities Act (a "Piggyback Registration"“Partner Interest Offering”), it shall as expeditiously as possible Lazard Ltd will each such time promptly give written notice to the holder or holders of this Warrant and, if applicable, the Warrant Shares Holders (the "Holders"i) of its intention to do so so, (ii) of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of such Holders' rights of Holders under this Section 18Article III (the “Article III Notice”). Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon Lazard Ltd will include (A) in the written request case of any such Holder made a proposed Public Offering all Registrable Securities that Lazard Ltd is requested in writing, within 15 days after receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such HolderArticle III Notice is given, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall include in the Registration Statement the Registrable Securities which the Company has been so requested to register by the Holders thereof and or (B) in the Company shall keep case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for each, a period greater than 90 days“Piggy-back Registration”). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares and prior to the effective date of the Registration Statement filed in connection with such registration, Lazard Ltd shall determine that none of such Lazard Ltd Shares shall be registered, Lazard Ltd may, at its election, give written notice of such determination to all Holders who so requested registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (y) in case of a determination by Lazard Ltd to delay registration of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay the registration of such Registrable Securities pursuant to this Article III for the same period as to any particular securities contained the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the Registrable Securities, such securities sole discretion of Lazard Ltd. No registration effected under this Article III shall cease relieve Lazard Ltd of its obligations to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective effect registrations upon request under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities ActArticle II.

Right to Include Registrable Securities. If the Company at any time after February 18, 2002, prior to the Company expiration of the Investors' right to request the registration of Registrable Securities pursuant to Section 2.2(a) hereof proposes to register any of its securities of the same class under the Securities Act of 1933 by registration on Form X-0, X-0 or S-3 or any successor or similar form(s) (the "Securities Act"except registrations on such Form or similar form(s) on any form solely for the registration of securities under such Act, excluding, however, any securities covered by in connection with an employee benefit plan or dividend reinvestment plan or a post-effective amendment to an existing effective registration statementmerger or consolidation), whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")account, it shall as expeditiously as possible will each such time give prompt written notice to the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Holders of its intention to do so and of such the Holders' rights under this Section 182.3 and the Holders shall be entitled to include, subject to the provisions of this Agreement, Registrable Securities on the same terms and conditions as apply to other comparable securities of the Company sold in connection with such registration. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 days after receipt (a "Requesting Holder"), specifying the maximum number of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), which shall be no less than 200,000 shares made as promptly as practicable and in any event within 15 days after the aggregate for all Holders)receipt of any such notice, the Company shall include in use its best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof and the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted PeriodRequesting Holders; provided, however, that as if, at any time after giving written notice of its intention to register any particular securities contained 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 or to delay registration of such securities, the Company shall give written notice of such determination and its reasons therefor to the Holders and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Holders to request that such registration be effected as a registration under Section 2.2 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 securities other securities. No registration effected under this Section 2.3 shall cease relieve the Company of its obligation to be effect any registration upon request under Section 2.2. The Company will pay all Registration Expenses in connection with any registration of Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public requested pursuant to Rule 144 (or any successor provision) under the Securities Actthis Section 2.3.

Right to Include Registrable Securities. If at any time after February 18, 2002, the Company Corporation proposes to register (including for this purpose a Registration effected by the Corporation for security holders of the Corporation other than Patriot pursuant to Section 3 hereof) any of its securities of the same class under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by and to file a post-effective amendment to an existing effective registration statement, whether or not for its own account Registration Statement (other than by a Registration (i) pursuant to a Registration Statement on Form S-8, or other Registration solely relating to an offering or sale to employees or directors of the Corporation pursuant to any employee stock plan or other employee benefit arrangement, or Form S-4 or S-8 or any successor or similar formsform that relates to a transaction subject to Rule 145 under the 1933 Act, (ii) pursuant to any form that does not include substantially the same information as would be required to be included in a Registration Statement to be used exclusively in covering the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreementRegistrable Securities, (iii) a Registration Statement filed exclusively in connection with an exchange offer any dividend reinvestment or an offering of securities solely to the securityholders of the Company, similar plan or (iv) any Registration Statement filed exclusively for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction) with respect thereto under the 1933 Act, for sale for its own account or for any security holder not as a rights offering or (v) result of a Demand Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company manner that contractually limits selling shareholders would permit Registration of Registrable Securities for sale to the holders of such rights) public under the 1933 Act (a "Piggyback Registration"“Public Offering”), it shall as expeditiously as possible the Corporation will each such time promptly give written notice to each of the holder or holders of this Warrant and, if applicable, the Warrant Shares Holders (the "Holders"i) of its intention to do so so, (ii) of the form of Registration Statement of the SEC that has been selected by the Corporation and (iii) of such Holders' the rights of Holders under this Section 18(the “Section 2 Notice”). Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 days after receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall The Corporation will include in the Registration Statement the case of a proposed Public Offering all Registrable Securities which that the Company has been so Corporation is requested in writing, within 15 calendar days after the Section 2 Notice is given, to register by the Holders any Holder thereof and the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days“Piggy-Back Registration”). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that as (x) if, at any time after giving written notice of its intention to register any particular securities contained Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such Registration, the Corporation shall determine that none of such Registrable Securities shall be registered, the Corporation may, at its election, give written notice of such determination each Holder that requested Registration pursuant to this Section 2(a) and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned Registration, and (y) in case of a determination by the Corporation to delay Registration of Registrable Securities, the Corporation shall be permitted to delay the Registration of such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (this Section for the same period as the delay in registering such other Registrable Securities by the Corporation, as the case may be or may abandon the Registration of Registrable Securities, in the sole discretion of the Corporation. No Registration effected under this Section for less than all the Registrable Securities shall relieve the Corporation of its obligations to effect future Registrations of any successor provision) under remaining Registrable Securities. The expenses of a withdrawn Piggy-Back Registration shall be borne by the Securities ActCorporation.

Right to Include Registrable Securities. If at any time after February 18, 2002, the Company proposes to register any of its securities of the same class Common Stock under the Securities Act for a sale that will occur following the expiration of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a postLock-effective amendment to an existing effective registration statement, whether or not for its own account Up Period (other than by (i) pursuant to a Registration Statement filed by the Company on Form S-4 or S-8 S-8, or any successor or other forms promulgated for similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its purposes or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively solely in connection with an exchange offer or an offering any employee benefit or dividend reinvestment plan), whether or not for sale for its own account, in a manner which would permit registration of securities solely Registrable Securities for sale to the securityholders of public under the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")Securities Act, it shall as expeditiously as possible will, at each such time, give prompt written notice to the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") all Holders of its intention to do so and of such Holders' ’ rights under this Section 182; provided, however, that nothing in this Agreement shall obligate the Company to provide notice to any Holder or holder of the Company's equity securities in the case of a sale of Registrable Securities (as such term is defined under the Existing Registration Rights Agreement) by Ignition to one or several purchasers pursuant to an underwritten offering by means of a bought deal, a block trade or a similar transaction that is an underwritten offering (a “Block Sale”). Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 seven (7) calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall include in will use its reasonable best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof thereof, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided that (i) 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 registration, the Company shall keep determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but not from its obligation to pay the registration expenses pursuant to Section 6 hereof in no event for a period greater than 90 daysconnection therewith). For purposes of this Agreement, and (ii) if such registration involves an underwritten offering, all Holders requesting to be included in the term "Company’s registration and to participate in the underwritten offering must enter into an underwriting agreement to sell their Registrable Securities" shall mean any Warrant Shares issued Securities to the Investor or its designees or permitted transferees or other securities that may be or are issued underwriters selected by the Company upon exercise of this Warranton the same terms and conditions as apply to the Company, with such differences, including those which may thereafter be issued any with respect to indemnification and liability, as are customary in combined primary and secondary offerings by the Company and the Investor. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder requesting to be included in respect such registration may elect, in writing at least two business days prior to the effective date of any the Registration Statement filed in connection with such registration or, in the case of a takedown from a Shelf Registration Statement, prior to the launch of such takedown, not to register such securities by means in connection with such registration. The Company shall not be required to maintain the effectiveness of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, Registration Statement for a registration requested pursuant to this Section 2(a) beyond the Restricted Period; provided, however, that as earlier to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when occur of (i) a Registration Statement with respect to 180 calendar days after the sale effective date thereof and (ii) consummation of such securities shall have become effective under the distribution by the Holders of the Registrable Securities Act and such securities shall have been disposed of included in accordance with such Registration Statement; or (ii) they . Any Holder who has elected to sell Registrable Securities in an offering pursuant to this Section 2 shall have been sold be permitted to withdraw from such registration by written notice to the Company if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 trading days preceding the date on which the notice of such offering was given pursuant to Rule 144 (or any successor provision) under the Securities Actthis Section 2(a).

Right to Include Registrable Securities. If Except as set forth below, if the Company at any time after February 18, 2002, proposes or is required to file a Registration Statement under the Company proposes to register Act covering any of its securities of the same class under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statementsecurities, whether or not for its own account (account, other than by (i) a Registration Statement registration on Form S-4 or S-8 X-0, Xxxx X-0, or any successor or similar forms, or (ii) any Registration Statement a shelf registration under Rule 415 under the Act for the sole purpose of registering shares to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively issued in connection with an exchange offer the acquisition of assets, whether or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")not for sale for its own account, it shall as expeditiously as possible will each such time give prompt written notice to the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Holder of its intention to do so and of such Holders' the Holder's rights under this Section 187.1. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such the Holder made within 15 30 days after the receipt of any such notice (which request shall specify the Registrable Securities Shares intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all HoldersHolder and the intended method of disposition thereof), the Company shall include in will use its best efforts to effect the Registration Statement registration under the Registrable Securities Act of all Shares which the Company has been so requested to register by the Holders thereof Holder, to the extent required to permit the disposition in accordance with the intended methods of disposition, by inclusion of such Shares in the Registration Statement which covers the securities that the Company proposes to register ("Piggyback Right"); provided, 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 registration, the Company shall keep determine for any reason either not to register or to delay registration of such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreementsecurities, the term "Registrable Securities" shall mean any Warrant Shares issued Company may, at its election, give written notice of such determination to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this WarrantHolder and, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splitsthereupon, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) in the case of a Registration Statement with respect determination not to the sale register, shall be relieved of such securities shall have become effective under the Securities Act and such securities shall have been disposed of its obligation to register any Shares in accordance connection with such Registration Statement; or registration (but not from its obligation to pay the registration expenses in connection therewith), without prejudice and (ii) they in the case of a determination to delay registering, shall have been sold be permitted to delay registering any Shares, for the public same period as the delay in registering such other securities. There is no limitation on the number of such piggyback registrations pursuant to Rule 144 (or any successor provision) under this Section 7 which the Securities ActCompany is obligated to effect.

Right to Include Registrable Securities. If the Company at any time after prior to February 181, 20022006, the Company proposes to register any of its securities of the same class Common Stock under the Securities Act of 1933 (the "Securities Act") by registration on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statementother than Forms S-4 or S-8 (or successor forms), whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")account, it shall as expeditiously as possible will each such time give prompt written notice to the holder or all registered holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holdersholders' rights under this Section 182.2. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder holder (a "Requesting Holder") made as promptly as practicable and in any event within 15 30 days after the receipt of any such notice from the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall include in will use its best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof and thereof; PROVIDED, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall keep so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVER, 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 effect connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and maintain compliance (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition registration (but in no event for a period greater than 90 days). For purposes not from any obligation of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrantto pay the Registration Expenses in connection therewith), including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splitswithout prejudice, stock dividend, recapitalizations, reclassifications or the like, subject, howeverhow- ever, to the Restricted Period; providedrights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, however, that as to any particular securities contained and (y) 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 securities other securities. No registration effected under this Section 2.2 shall cease relieve the Company of its obligation to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective effect any registration upon request under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities ActSection 2.1.

Right to Include Registrable Securities. If the Company at any time after prior to February 181, 20022006, the Company proposes to register any of its securities of the same class Common Stock under the Securities Act of 1933 (the "Securities Act") by registration on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statementother than Forms S-4 or S-8 (or successor forms), whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")account, it shall as expeditiously as possible will each such time give prompt written notice to the holder or all registered holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holdersholders' rights under this Section 182.2. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder holder (a "Requesting Holder") made as promptly as practicable and in any event within 15 30 days after the receipt of any such notice from the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall include in will use its best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof and thereof; PROVIDED, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall keep so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVER, 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 effect connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and maintain compliance (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition registration (but in no event for a period greater than 90 days). For purposes not from any obligation of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrantto pay the Registration Expenses in connection therewith), including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subjectwithout prejudice, however, to the Restricted Period; providedrights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, however, that as to any particular securities contained and (y) 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 securities other securities. No registration effected under this Section 2.2 shall cease relieve the Company of its obligation to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective effect any registration upon request under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities ActSection 2.1.

Right to Include Registrable Securities. If the Company at any time after February 18, 2002, the Company proposes to file a registration statement to register any of its securities of the same class as the Registrable Securities under the Securities Act or the Applicable Canadian Securities Laws (except for a registration statement or prospectus filed in connection with an employee benefit plan, a transaction relating to a merger or business combination, a transaction relating to an exchange offer, a transaction relating to an acquisition of 1933 (assets or securities, or a transaction otherwise described in Rule 145 of the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statement), whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")account, it shall as expeditiously as possible will each such time give prompt written notice to the holder or all holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holdersholders' rights under this Section 181.2. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any nay such Holder made within 15 days after receipt of any such notice holder (a "Requesting Holder") (which request shall specify the amount of Registrable Securities intended to be disposed of by such Requesting Holder) made as promptly as practicable and in any event within 20 days after the receipt of any such notice (15 days if the Company states in such written notice or gives telephonic notice to all registered holders of Registrable Securities, which shall with written confirmation to follow promptly thereafter, stating that (i) such registration will be no less than 200,000 shares in the aggregate for all Holderson Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company shall include in will use reasonable efforts to effect the Registration Statement registration or file the prospectus under the Securities Act or the Applicable Canadian Securities Laws, as the case may be, of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof and thereof. No registration effected under this Section 1.2 shall relieve the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder of its obligation to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company registration upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective request under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities ActSection 1.1.

Right to Include Registrable Securities. If Parent at any time after February 18, 2002, the Company proposes to register any of its securities of the same class under the Securities Act of 1933 by registration on Form X-0, X-0 or S-3 or any successor or similar form(s) (the "Securities Act") except registrations on any form such Form or similar form(s) solely for the registration of securities under such Act, excluding, however, any securities covered by in connection with an employee benefit plan or dividend reinvestment plan or a post-effective amendment to an existing effective registration statementmerger or consolidation), whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")account, it shall as expeditiously as possible will each such time give prompt written notice to each of the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Forstmann Little Partnerships of its intention to do so and of such Holdersthe Forstmann Little Partnerships' rights under this Section 182.2. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 days after receipt of any such notice the Forstmann Little Partnerships (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all HoldersForstmann Little Partnerships), made as promptly as practicable and in any event within 30 days after the Company receipt of any such notice (15 days if Parent states in such written notice or gives telephonic notice to the Forstmann Little Partnerships, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), Parent shall include in use its best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company Parent has been so requested to register by the Holders thereof Forstmann Little Partnerships; PROVIDED, HOWEVER, that if, at any time after giving written notice of its intention to register any securities and prior to the Company effective date of the registration statement filed in connection with such registration, Parent shall keep determine for any reason not to register or to delay registration of such securities, Parent shall give written notice of such determination and its reasons therefor to the Forstmann Little Partnerships and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but not from any obligation of Parent to pay the Registration Expenses in no event for a period greater than 90 daysconnection therewith). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subjectwithout prejudice, however, to the Restricted Period; provided, however, rights of the Forstmann Little Partnerships to request that such registration be effected as to any particular securities contained a registration under Section 2.1 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 securities other securities. No registration effected under this Section 2.2 shall cease relieve Parent of its obligation to effect any registration upon request under Section 2.1. Parent will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.2. No registration effected by the Company pursuant to a Rio Bravo Request shall be deemed to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public registration pursuant to Rule 144 (or any successor provision) under the Securities Act.this Section 2.2

Right to Include Registrable Securities. If at any time after February 18, 2002following the consummation of the Company's initial public offering, the Company proposes shall propose to register any of Common Stock, whether or not for sale for its securities of the same class own account, under the Securities Act of 1933 or any subsequent similar federal statute and the rules and regulations thereunder (the "Securities Act") ), by registration on any form for the registration of securities under such ActForm SB-2, excludingS-1, however, any securities covered by a post-effective amendment to an existing effective registration statement, whether S-2 or S-3 (but not for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 S-8) or any successor or similar forms, xx xxxxxxx xxxxx (ii) except for any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively registrations in connection with (x) an exchange offer employee benefit plan or an offering of securities solely to the securityholders of the Companydividend reinvestment plan or a merger, (iv) any Registration Statement filed exclusively in connection with a rights offering consolidation or other business combination or (vy) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company debt securities that contractually limits selling shareholders to the holders of such rightsare not convertible into Common Stock) (a "Piggyback Registration"), it shall as expeditiously as possible give written notice to the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") of the Shares that (i) have not been previously registered pursuant to a registration statement that shall have become effective under the Securities Act and (ii) may not be disposed of as permitted by, and in compliance with, Rule 144(k) or Rule 145 (or successor provisions) under the Securities Act (the foregoing Shares, together with any additional shares of Common Stock issued in a stock split or stock dividend are "Registrable Securities") of its intention to do so and of such the Holders' rights under this Section 181 at least 30 days prior to the filing of a registration statement with respect to such registration with the Securities and Exchange Commission (the "SEC"). Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 20 days after the receipt of any such notice (that notice, which request shall specify the Registrable Securities intended to be registered and disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall shall, subject to the provisions hereof, use its commercially reasonable efforts to include in the Registration Statement the such registration statement all Registrable Securities which that the Company has been so requested to register by the Holders thereof and the Company shall keep such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement in effect and maintain compliance with each Federal and state law or regulation for thereafter filed by the period necessary for Company, such Holder shall nevertheless continue to effect have the proposed sale right pursuant to this Section 1.1 to include any Registrable Securities in any subsequent registration statement or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that registration statements as may be or are issued filed by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to offerings of its securities, upon all the sale of such securities shall have become effective under the Securities Act terms and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Actconditions set forth herein.

Right to Include Registrable Securities. If Following December 12, 2001, if the Company at any time after February 18, 2002, the Company proposes to register any shares of its Common Stock or any securities of the same class convertible into Common Stock under the Securities Act of 1933 (the "Securities Act") by registration on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statementother than Forms S-4 or S-8, whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")account, it shall as expeditiously as possible will each such time give prompt written notice to the holder or all holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holdersholders' rights under this Section 182.2. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder holder (a "REQUESTING HOLDER") made as promptly as practicable and in any event within 15 10 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders)notice, the Company shall include in will use its reasonable best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which that the Company has been so requested to register by the Requesting Holders thereof and thereof; PROVIDED that should a holder fail to provide timely notice to the Company as to whether it wishes to participate in a registration, such holder will forfeit any rights to participate in the registration with respect to such proposed offering; PROVIDED, FURTHER, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the 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 keep so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; and, 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 effect connec tion with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and maintain compliance (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition registration (but in no event for a period greater than 90 days). For purposes not from any obligation of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrantto pay the Registration Expenses in connection therewith), including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subjectwithout prejudice, however, (but subject to Section 2.7) to the Restricted Period; providedrights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, however, that as to any particular securities contained 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 securities other securities. No registration effected under this Section 2.2 shall cease relieve the Company of its obligation to effect any registration upon request under Section 2.1. As between the Company and the Requesting Holders, the Company shall be Registrable Securities when (i) a Registration Statement entitled to select the underwriters in connection with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public any registration pursuant to Rule 144 (or any successor provision) under the Securities Actthis Section 2.2.

Right to Include Registrable Securities. If Holdings at any time after February 18, 2002, the Company proposes to register any shares of its securities of the same class Common Stock under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statement, whether or not sale for its own account (other than by (i) a Registration Statement registration on Form S-4 or S-8 Form S-8, or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and a manner that would permit registration of Registrable Securities for sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of public under the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")Securities Act, it shall as expeditiously as possible will promptly give written notice to all stockholders who beneficially own, or who hold, in the holder or holders case of this Warrant andthe Trustee, if applicable, the Warrant Shares (the "Holders") any Registrable Securities of its intention to do so so, of the registration form of the SEC that has been selected by Holdings and of such Holdersholders' rights under this Section 183.2 (the "Section 3.2 Notice"). Such rights are referred Holdings will use its best efforts to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 days after receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall include in the Registration Statement the proposed registration all Registrable Securities which that Holdings is requested in writing, within 15 calendar days after the Company has been so requested Section 3.2 Notice is given, to register by the Holders thereof and the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreementstockholders thereof; PROVIDED, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, howeverHOWEVER, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect if, at any time after giving written notice of its intention to register shares of Common Stock and prior to the sale effective date of the registration statement filed in connection with such registration, Holdings shall determine for any reason not to register such shares of Common Stock, Holdings may, at its election, give written notice of such securities determination to all stockholders who beneficially own, or who hold, in the case of the Trustee, any Registrable Securities and, thereupon, shall have become effective under the be relieved of its obligation to register any Registrable Securities Act and such securities shall have been disposed of in accordance connection with such Registration Statement; or abandoned registration, and (ii) they in case of a determination by Holdings to delay registration of shares of Common Stock, Holdings shall have been sold be permitted to delay the public pursuant to Rule 144 (or any successor provision) under registration of such Registrable Securities for the Securities Actsame period as the delay in registering such other shares of Common Stock.

Right to Include Registrable Securities. If at any time after February 18, 2002following the first anniversary of the closing of the transactions contemplated by the Purchase Agreement, the Company proposes to register any of its securities of the same class Common Stock under the Securities Act of 1933 (the "Securities Act") by registration on any form for other than Forms S-4 or S-8 or another similar form under the registration Securities Act which would not permit the inclusion of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statementRegistrable Securities, whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")account, it shall as expeditiously as possible will each such time give prompt written notice to the holder or all registered holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holdersholders' rights under this Section 182.1. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder holder (a "Requesting Holder") made as promptly as practicable and in any event within 15 30 days after the receipt of any such notice from the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall include in will use its best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof and thereof; provided, that prior to the effective date of the Registration Statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall keep so advise such registration statement Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted PeriodRegistration Statement; provided, further, however, that as if, at any time after giving written notice of its intention to register any particular securities contained 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 or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (y) 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 securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Actother securities.

Right to Include Registrable Securities. If at any time after February 18, 2002, prior to the Expiration Date the Company proposes to register any class of its securities of the same class debt or equity security or any Common Stock Equivalent under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statement, whether or not for its own account (other than by a registration form relating to (i) a Registration Statement on Form S-4 registration of a stock option, stock purchase or S-8 compensation or incentive plan or of stock issued or issuable pursuant to any successor such plan, or similar forms, a dividend investment plan; (ii) any Registration Statement a registration of securities proposed to be used exclusively issued in the offering and sale of the Company's exchange for securities acquired by any of its or its subsidiaries' employeesassets of, directors or consultantspursuant to any employee compensationin connection with a merger or consolidation with, option, restriction stock another corporation; or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering registration of securities solely proposed to the securityholders be issued in exchange for other securities of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand manner which would permit registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders of Registrable Securities for sale to the holders of such rights) public under the Securities Act (a "Piggyback Registration"), it shall as expeditiously as possible will at such time give prompt written notice to the holder or holders all Holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holders' rights under this Section 187.01. Such rights are referred to hereinafter as "Piggyback Registration Rights." ". Upon the written request of any such Holder made within 15 20 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in Holder and the aggregate for all Holdersintended method of disposition thereof), the Company shall will include in the Registration Statement the Registrable Securities which the Company has been so requested to register by the Holders thereof and provided that the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of need not include any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a in Registration Statement with respect to Statements filed after the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities ActExpiration Date.

Right to Include Registrable Securities. If any IPO Entity at any time, or from time after February 18to time, 2002, the Company proposes to register engage in an Initial Public Offering or any subsequent public offering of its securities of the same class under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statement, whether or not for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar formsS-4) while this Agreement is in effect, such IPO Entity shall deliver prompt written notice (iiwhich notice shall be given at least 45 days prior to such proposed registration) any Registration Statement to all Holders of Registrable Securities of such IPO Entity's intention to undertake such Offering, describing in reasonable detail the proposed registration and distribution (including in the case of an Initial Public Offering the anticipated range of the proposed offering price, the breadth of which shall not exceed 10% of the lowest price of the estimated range, and the case of all registrations, the class and number of securities proposed to be used exclusively in registered and the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iiidistribution arrangements) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration"), it shall as expeditiously as possible give written notice to the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") of its intention to do so and of such Holders' rights right to participate in such registration under this Section 182.2 as hereinafter provided. Such rights are referred Subject to hereinafter as "Piggyback Registration Rights." Upon the other provisions of this paragraph (a) and Section 2.2(b), upon the written request of any such Holder made within 15 20 days after the receipt of any such written notice (which request shall specify the amount of Registrable Securities intended to be disposed registered (based on the estimated range) and the intended method of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holdersdisposition thereof), the Company shall include effect the registration under the Securities Act of all Registrable Securities requested by Holders to be so registered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which covers the Registrable Securities securities which the Company has been so requested relevant IPO Entity proposes to register by the Holders thereof and the Company shall keep cause such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement to become and remain effective with respect to the sale of such securities shall have become effective under the Registrable Securities Act and such securities shall have been disposed of in accordance with the registration procedures set forth in Section 3. Immediately upon notification to the relevant IPO Entity from the Underwriter of the price at which such securities are to be sold, such IPO Entity shall so advise each participating Holder. If in the case of an Initial Public Offering such price differs from the high or low end of the estimated price range by more than 10%, the Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement; , revoke or change such request by delivering written notice to such IPO Entity revoking or changing (iispecifying such change in reasonable detail) they shall have been sold to such requested inclusion within such reasonable time period as may be required by the public pursuant to Rule 144 (or any successor provision) under the Securities ActUnderwriter.

Right to Include Registrable Securities. If the Company at any time after February 18, 2002, the Company first anniversary of the issuance of the Series C Preferred Stock and the Series D Preferred Stock proposes to register any of its securities of the same class under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered other than by a postregistration on Form S-4 or S-8, or any successor or similar forms and other than pursuant to section 2.1, and except for at-effective amendment the-market offerings under its Stockholder Investment Program (Common Stock), its Dividend Reinvestment Program (Series B Preferred Stock) and its shelf offerings of Common Stock and Series B Convertible Preferred Stock pursuant to an existing effective registration statementone or more Sales Agency Agreements or similar agreements)), whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")account, it shall as expeditiously as possible will each such time give prompt written notice to the holder or holders all Holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holders' rights under this Section 18section 2.2. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 20 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall include in will, subject to the Registration Statement terms of this Agreement, use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided 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 registration, the Company shall keep determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but not from its obligation to pay the Registration Expenses in no event for a period greater than 90 daysconnection therewith). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subjectwithout prejudice, however, to the Restricted Period; provided, however, that as to rights of any particular securities contained in the Registrable Securities, such securities shall cease to be Holder or Holders of Registrable Securities when (i) a Registration Statement with respect entitled to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Act.do so to

Right to Include Registrable Securities. If the --------------------------------------- Company at any time after February 18, 2002, the Company proposes to register any of its Common Stock or any other class of Registrable Securities or other securities convertible into or exchangeable for shares of the same its Common Stock or any other class of Registrable Securities under the Securities Act of 1933 (the "Securities Act") by registration on any form for the registration of securities under such Act, excluding, however, other than Forms S-4 or S-8 (or any securities covered by a post-effective amendment to an existing effective registration statementsuccessor forms), whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")account, it shall as expeditiously as possible will each such time give prompt written notice to the holder or all registered holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holdersholders' rights under this Section 182.2. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder holder (a "Requesting Holder") made as promptly as practicable and in any event within 15 30 days after the receipt of any such notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall include in will use its best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof and thereof; provided, that prior to the effective date of the registration -------- statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall keep so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; provided, -------- further, however, 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 effect and maintain compliance connection with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreementregistration, the term "Registrable Securities" Company shall mean determine for any Warrant Shares issued reason not to the Investor register or its designees or permitted transferees or other securities that may be or are issued by to delay registration of such securities, the Company upon exercise may, at its election, give written notice of this Warrantsuch determination to each Requesting Holder of Registrable Securities and (x) in the case of a determination not to register, including those which may thereafter shall be issued by the Company relieved of its obligation to register any Registrable Securities in respect of any connection with such securities by means of any stock splitsregistration, stock dividend, recapitalizations, reclassifications or the like, subjectwithout prejudice, however, to the Restricted Period; providedrights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, however, that as to any particular securities contained and (y) 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 securities other securities. No registration effected under this Section 2.2 shall cease relieve the Company of its obligation to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective effect any registration upon request under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities ActSection 2.1.

Right to Include Registrable Securities. If at any Each time after February 18, 2002, the Company Del Monte proposes to register any of its securities of the same class Del Monte Common Stock under the Securities Act of 1933 (the "Securities Act") other than a registration on Form S-4 or S-8, or any form successor or other forms promulgated for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statementsimilar purposes), whether or not for sale for its own account (other than by (i) account, pursuant to a Registration Statement registration statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement which it is permissible to be used exclusively in the offering and register Registrable Securities for sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of public under the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")Securities Act, it shall as expeditiously as possible will give prompt written notice to the holder or holders all Holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such the Holders' rights under this Section 183. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), Del Monte will use its commercially reasonable efforts to effect the Company shall include in registration under the Registration Statement the Securities Act of all Registrable Securities which the Company Del Monte has been so requested to register by the Holders thereof and the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Periodthereof; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement 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 registration, Del Monte shall determine for any reason not to proceed with the proposed registration, Del Monte may, at its election, give written notice of such determination to each Holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) if such registration involves an underwritten offering by Del Monte (underwritten, at least in part, by Persons who are not affiliates of Del Monte or any Holder), all Holders requesting to be included in Del Monte's registration must sell their Registrable Securities to such underwriters who shall have been selected by Del Monte on the same terms and conditions as apply to Del Monte, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings. If a proposed registration pursuant to this Section 3(a) involves such an underwritten public offering, any Holder making a request to be included in such registration may elect in writing, prior to the sale effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities shall have become effective under the Securities Act and such securities shall have been disposed of registered in accordance connection with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Actregistration.

Right to Include Registrable Securities. If the --------------------------------------- Company at any time after February 18, 2002, the Company following an Initial Public Offering proposes to register any shares of its Common Stock or any securities of the same class convertible into Common Stock under the Securities Act of 1933 (the "Securities Act") by registration on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statementother than Forms S-4 or S-8, whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")account, it shall as expeditiously as possible will each such time give prompt written notice to the holder or all registered holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holdersholders' rights under this Section 182.2. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder holder (a "Requesting Holder") made as promptly as ----------------- practicable and in any event within 15 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders)notice, the Company shall include in will use its best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which that the Company has been so requested to register by the Requesting Holders thereof and the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Periodthereof; provided, however, that as -------- ------- prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the 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 particular 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 to withdraw its request to have its Registrable Securities included in such registration statement; provided, further, however, that if, at any time after giving written -------- ------- ------- notice of its intention to register any securities contained 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 or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, 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 securities other securities. Notwithstanding anything contained in this Section 2.2(a), the Company shall cease to be Registrable Securities when (i) a Registration Statement with respect to not, if any Requesting Holder shall have requested the registration of shares of Common Stock issuable upon exercise of any Warrants in the registration, consummate the sale of the securities included in the registration until such securities time as any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Act shall have become effective under the Securities Act and such securities expired or early termination thereunder shall have been disposed of in accordance with granted if such Registration Statement; or (ii) they shall have been sold Requesting Holder notifies the Company that it is required to the public pursuant to Rule 144 (or any successor provision) make a filing under the Securities ActXxxx-Xxxxx-Xxxxxx Act before it may exercise its Warrants. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If the Company proposes at any time after February 18, 2002, the Company proposes to register any of its securities of the same class under the Securities Act of 1933 (the "Securities Act"other than a Shelf Registration Statement) by registration on Forms S-0, X-0 or S-3 or any form successor or similar form(s) (except registrations on such Forms or similar form(s) solely for the registration of securities under such Actin connection with an employee benefit plan or dividend reinvestment plan or a merger, excludingreorganization, however, any securities covered by a post-effective amendment to an existing effective registration statementor consolidation), whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")account, it shall as expeditiously as possible will, subject to Section 2.8 hereof, each such time give prompt written notice to the holder or all registered holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holdersholders' rights under this Section 182.2. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder holder (a "Requesting Holder") made as promptly as practicable and in any event within 15 20 days after the receipt of any such notice (10 days if the Company states in such written notice or gives telephonic notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall include in will, subject to Section 2.8 hereof, use its best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof thereof; PROVIDED, HOWEVER, 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 registration, the Company shall keep determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes not from any obligation of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrantto pay the Registration Expenses in connection therewith), including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subjectwithout prejudice, however, to the Restricted Period; provided, however, rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as to any particular securities contained a registration under Section 2.1 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 securities other securities. No registration effected under this Section 2.2 shall cease relieve the Company of its obligation to be effect any registration upon request under Section 2.1. The Company will pay all Registration Expenses in connection with registration of Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public requested pursuant to Rule 144 (or any successor provision) under the Securities Actthis Section 2.2.

Right to Include Registrable Securities. If at any Each time after February 18, 2002, the Company Northwest proposes to register any of its securities of the same class Northwest Common Stock under the Securities Act of 1933 (the "Securities Act") other than a registration on Form S-4 or S-8, or any form successor or other forms promulgated for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statementsimilar purposes), whether or not for sale for its own account (other than by (i) account, pursuant to a Registration Statement registration statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement which it is permissible to be used exclusively in the offering and register Registrable Securities for sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of public under the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")Securities Act, it shall as expeditiously as possible will give prompt written notice to the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") ' Representative of its intention to do so and of such the Holders' rights under this Section 182. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of the Holders' Representative made in good faith on behalf of any such Holder Holders and made within 15 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such each Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), Northwest will use its best efforts to effect the Company shall include in registration under the Registration Statement the Securities Act of all Registrable Securities which the Company Northwest has been so requested to register by the Holders thereof and the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted PeriodHolders' Representative; provided, howeverPROVIDED, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a 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 registration, Northwest shall determine for any reason not to proceed with the proposed registration, Northwest may, at its election, give written notice of such determination to the Holders' Representative and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Statement Expenses in connection therewith), and (ii) if such registration involves an underwritten offering by Northwest (underwritten, at least in part, by Persons who are not affiliates or associates of Northwest or any Holder), all Holders requesting to the Holders' Representative to have Registrable Securities included in Northwest's registration must sell their Registrable Securities to such underwriters who shall have been selected by Northwest on the same terms and conditions as apply to Northwest, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings. If a proposed registration pursuant to this Section 2(a) involves such an underwritten public offering, any Holder making a request to the sale Holders' Representative under this Section 2(a) in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request from the Holders' Representative and not to have such securities shall have become effective under the Securities Act and such securities shall have been disposed of registered in accordance connection with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Actregistration.

Right to Include Registrable Securities. If the Company at any time after February 18the first anniversary of the Effective Date and prior to December 31, 2002, the Company 2012 proposes to register any of its securities of the same class under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered other than by a post-effective amendment registration on Form X-0, X-0 or any successor similar forms or any other form not available for registering the Registrable Securities for sale to an existing effective registration statementthe public and other than pursuant to Section 2.1 hereof), whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")account, it shall as expeditiously as possible will each such time, at least 15 days prior to filing the registration statement, give written notice to the holder or holders all Holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holders' rights under this Section 18so. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder Holders of an aggregate of at least 25,000 shares (appropriately adjusted for subdivisions and combinations of shares of Common Stock and dividends on Common Stock payable in shares of Common Stock hereafter) of Registrable Securities, made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by each such Holder, which shall be no less than 200,000 shares in Holder and the aggregate for all Holdersintended method of disposition thereof), the Company shall include in will use reasonable efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof of such Registrable Securities, to the extent requisite to permit the disposition (determined pursuant to the provisions of Section 2.1(b) hereof) of the Registrable Securities so to be registered, provided 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 registration, the Company shall keep determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but not from its obligation to pay expenses in no event for a period greater than 90 daysaccordance with Section 2.1(e) hereof). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subjectwithout prejudice, however, to the Restricted Period; provided, however, that as to rights of any particular securities contained in the Registrable Securities, such securities shall cease to be Holder or Holders of Registrable Securities when (i) entitled to do so to request that such registration be effected as a Registration Statement with respect to the sale of such securities shall have become effective registration under the Securities Act Section 2.1 hereof, and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they in the case of a determination to delay registering, shall have been sold be permitted to the public delay registering any Registrable Securities being registered pursuant to Rule 144 (or this Section 2.2(a), for the same period as the delay in registering such other securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any successor provision) registration upon request under the Securities ActSection 2.1 hereof.

Right to Include Registrable Securities. If Parent at any time after February 18, 2002, the Company proposes to register any of its securities of the same class under the Securities Act of 1933 by registration on Form X-0, X-0 or S-3 or any successor or similar form(s) (the "Securities Act") except registrations on any form such Form or similar form(s) solely for the registration of securities under such Act, excluding, however, any securities covered by in connection with an employee benefit plan or dividend reinvestment plan or a post-effective amendment to an existing effective registration statementmerger or consolidation), whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")account, it shall as expeditiously as possible will each such time give prompt written notice to each of the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Forstmann Little Partnerships of its intention to do so and of such Holdersthe Forstmann Little Partnerships' rights under this Section 182.2. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 days after receipt of any such notice the Forstmann Little Partnerships (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all HoldersForstmann Little Partnerships), made as promptly as practicable and in any event within 30 days after the Company receipt of any such notice (15 days if Parent states in such written notice or gives telephonic notice to the Forstmann Little Partnerships, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), Parent shall include in use its best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company Parent has been so requested to register by the Holders thereof Forstmann Little Partnerships; PROVIDED, HOWEVER, that if, at any time after giving written notice of its intention to register any securities and prior to the Company effective date of the registration statement filed in connection with such registration, Parent shall keep determine for any reason not to register or to delay registration of such securities, Parent shall give written notice of such determination and its reasons therefor to the Forstmann Little Partnerships and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but not from any obligation of Parent to pay the Registration Expenses in no event for a period greater than 90 daysconnection therewith). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subjectwithout prejudice, however, to the Restricted Period; provided, however, rights of the Forstmann Little Partnerships to request that such registration be effected as to any particular securities contained a registration under Section 2.1 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 securities other securities. No registration effected under this Section 2.2 shall cease relieve Parent of its obligation to be effect any registration upon request under Section 2.1. Parent will pay all Registration Expenses in connection with any registration of Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public requested pursuant to Rule 144 (or any successor provision) under the Securities Actthis Section 2.2.

Right to Include Registrable Securities. If the Company at any time after February 18, 2002, prior to the Company fifth anniversary of the effective date of the Company's first registration statement under the Securities Act proposes to register any of its securities of the same class under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered other than by a post-effective amendment registration on Form X-0, X-0 or any successor similar forms or any other form not available for registering the Registrable Securities for sale to an existing effective registration statementthe public and other than pursuant to Section 2.1 hereof), whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar formsit will each such time. at least 15 days prior to filing the registration statement, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration"), it shall as expeditiously as possible give written notice to the holder or holders all Holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holders' rights under this Section 18so. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder Holders of an aggregate of at least 100,000 shares (appropriately adjusted for subdivisions and combinations of shares of Common Stock and dividends on Common Stock payable in shares of Common Stock hereafter) of Registrable Securities made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by each such Holder, which shall be no less than 200,000 shares in Holder and the aggregate for all Holdersintended method of disposition thereof), the Company shall include in will use reasonable efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof of such Registrable Securities, to the extent requisite to permit the disposition (determined pursuant to the provisions of Section 2.1 (b) hereof) of the Registrable Securities so to be registered provided 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 registration, the Company shall keep determine for any reason not to register or to delay registration of-such securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register. shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but not from its obligation to pay expenses in no event for a period greater than 90 daysaccordance with Section 2.1(e) hereof). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subjectwithout prejudice, however, to the Restricted Period; provided, however, that as to rights of any particular securities contained in the Registrable Securities, such securities shall cease to be Holder or Holders of Registrable Securities when (i) entitled to do so to request that such registration be effected as a Registration Statement with respect to the sale of such securities shall have become effective registration under the Securities Act Section 2.1 hereof, and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they in the case of a determination to delay registering, shall have been sold be permitted to the public delay registering any Registrable Securities being registered pursuant to Rule 144 (or this Section 2.2(a), for the same period as the delay in registering such other securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any successor provision) registration upon request under the Securities ActSection 2.1 hereof.

Right to Include Registrable Securities. If GGS at any time after February 18, 2002, the Company proposes to register any of its securities of the same class under the Securities Act any of 1933 (the "Securities Act") on any form for the registration of its equity securities under such Act, excluding, however, any securities covered beneficially owned by a post-effective amendment to an existing effective registration statement, whether or not for its own account Stonington (other than by (i) a Registration Statement registration on Form S-4 or S-8 Form S-8, or any successor or similar forms), (ii) any Registration Statement to be used exclusively in the offering and a manner that would permit registration of Registrable Securities for sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of public under the Company, (iv) any Registration Statement filed exclusively Securities Act and in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")an underwritten offering, it shall as expeditiously as possible will each such time promptly give written notice to the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") all Stockholders who beneficially own any Registrable Securities of its intention to do so so, of the registration form of the SEC that has been selected by GGS and of such Holdersholders' rights under this Section 18. Such rights 5.1 (the "Section 5.1 Notice"); provided that, if, at the time of such proposed registration, any Management Investors (or their Permitted Transferees) are referred able to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 days after receipt of any such notice (which request shall specify the sell Registrable Securities intended owned by them pursuant to Rule 144 under the Securities Act, GGS shall not be disposed of by required to give a Section 5.1 Notice to such Holder, which shall be no less than 200,000 shares in the aggregate for all HoldersManagement Investors (or their Permitted Transferees), the Company and such Management Investors (or their Permitted Transferees) shall not be entitled to any rights under this Section 5.1. GGS will use its reasonable best efforts to include in the Registration Statement the proposed registration all Registrable Securities which that GGS is requested in writing, within 15 calendar days after the Company has been so requested Section 5.1 Notice is given, to register by the Holders thereof and the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted PeriodStockholders thereof; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect if, at any time after giving written notice of its intention to register any equity securities and prior to the sale effective date of the registration statement filed in connection with such registration, GGS shall determine for any reason not to register such equity securities, GGS may, at its election, give written notice of such securities determination to all Stockholders who beneficially own any Registrable Securities and, thereupon, shall have become effective under the be relieved of its obligation to register any Registrable Securities Act and such securities shall have been disposed of in accordance connection with such Registration Statement; or abandoned registration, and (ii) they in case of a determination by GGS to delay registration of its equity securities, GGS shall have been sold be permitted to delay the public pursuant to Rule 144 (or any successor provision) under registration of such Registrable Securities for the Securities Actsame period as the delay in registering such other equity securities.

Right to Include Registrable Securities. If the Company at any time after February 18proposes to effect a Qualified IPO or, 2002following a Qualified IPO, the Company proposes to register any of its equity securities of the same class under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statement, whether or not for its own account (other than by (i) a Registration Statement registration on Form S-4 or S-8 or any successor or similar forms), (ii) any Registration Statement to be used exclusively whether or not for sale for its own account, in the offering and a manner which would permit registration of Registrable Securities for sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of public under the CompanyAct, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of will each such rights) (a "Piggyback Registration"), it shall as expeditiously as possible time give prompt written notice (which shall be at least 30 days prior to the holder or holders filing) to all Eligible Holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Eligible Holders' rights under this Section 18paragraph 1. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Eligible Holder made within 15 20 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in Eligible Holder and the aggregate for all Holdersintended method of disposition thereof), the Company shall include in will use its best efforts to effect the Registration Statement registration under the Act of all Registrable Securities which the Company has been so requested to register by the Holders holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register or in a separate registration statement concurrently filed and on terms substantially the same as those being offered to the Company; PROVIDED 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 registration, the Company shall keep determine for any reason not to register or to delay registration of such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreementsecurities, the term "Registrable Securities" shall mean any Warrant Shares issued Company may, at its election, give written notice of such determination to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise each Eligible Holder of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Act.and, thereupon:

Right to Include Registrable Securities. If the Company at any time after February 18, 2002, the Company proposes to register any of its equity securities of the same class under the Securities Act by registration on Form S-1, S-2 or S-3, or any successor or similar form(s) (except rexxxxxxxxons (i) pursuant to Section 2.1, (ii) solely for registration of 1933 equity securities in connection with an employee benefit plan (as defined in 405 of the "Securities Act") or dividend reinvestment plan on Form S-8 or any successor form for the registration of securities under such Act, excluding, however, thereto or (iii) in connection with any securities covered by a post-effective amendment to an existing effective registration statementacquisition or merger on Form S-4 or any successor form thereto), whether or not for sale for its own account account, it will each such time give prompt written notice (other but in no event less than by (i30 days prior to the initial filing of a registration statement with respect thereto) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale each of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration"), it shall as expeditiously as possible give written notice to the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Holders of its intention to do so and such notice shall offer the Holders of such Holders' rights Registrable Securities the opportunity to register under this Section 18such registration statement such number of Registrable Securities as each such Holder may request in writing. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 days after receipt of any such notice the Holders (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder), which shall made as promptly as practicable and in any event within 20 days after the receipt of any such notice (or, 10 days if the Company states in such written notice or gives telephonic notice to each Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be no less than 200,000 shares in the aggregate for all Holderson Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company shall include in such registration under the Registration Statement the Securities Act all Registrable Securities which the Company has been so requested to register by the Holders thereof and the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted PeriodHolder; provided, however, that as if, at any time after giving written notice of its intention to register any particular equity securities contained 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 or to delay registration of such equity securities, the Company shall give written notice of such determination and its reasons therefor to the Holders and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)), without prejudice, however, to the rights of the Holders to request that such registration be effected as a registration under Section 2.1 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 securities other securities. No registration effected under this Section 2.2 shall cease relieve the Company of its obligation to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective effect any registration upon request under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities ActSection 2.1.

Right to Include Registrable Securities. If at any time after February 18, 2002, the Company proposes to register any of its securities of the same class Common Stock under the Securities Act for a sale that will occur following the expiration of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a postLock-effective amendment to an existing effective registration statement, whether or not for its own account Up Period (other than by (i) pursuant to a Registration Statement filed by the Company on Form S-4 S‑4 or S-8 S‑8, or any successor or other forms promulgated for similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its purposes or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively solely in connection with an exchange offer or an offering any employee benefit or dividend reinvestment plan), whether or not for sale for its own account, in a manner which would permit registration of securities solely Registrable Securities for sale to the securityholders of public under the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")Securities Act, it shall as expeditiously as possible will, at each such time, give prompt written notice to the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") all Holders of its intention to do so and of such Holders' ’ rights under this Section 182; provided, however, that nothing in this Agreement shall obligate the Company to provide notice to any Holder or holder of the Company's equity securities in the case of a sale of Registrable Securities (as such term is defined under the Existing Registration Rights Agreement) by Ignition to one or several purchasers pursuant to an underwritten offering by means of a bought deal, a block trade or a similar transaction that is an underwritten offering (a “Block Sale”). Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 seven (7) calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall include in will use its reasonable best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof thereof, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided that (i) 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 registration, the Company shall keep determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but not from its obligation to pay the registration expenses pursuant to Section 6 hereof in no event for a period greater than 90 daysconnection therewith). For purposes of this Agreement, and (ii) if such registration involves an underwritten offering, all Holders requesting to be included in the term "Company’s registration and to participate in the underwritten offering must enter into an underwriting agreement to sell their Registrable Securities" shall mean any Warrant Shares issued Securities to the Investor or its designees or permitted transferees or other securities that may be or are issued underwriters selected by the Company upon exercise of this Warranton the same terms and conditions as apply to the Company, with such differences, including those which may thereafter be issued any with respect to indemnification and liability, as are customary in combined primary and secondary offerings by the Company and the Investor. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder requesting to be included in respect such registration may elect, in writing at least two business days prior to the effective date of any the Registration Statement filed in connection with such registration or, in the case of a takedown from a Shelf Registration Statement, prior to the launch of such takedown, not to register such securities by means in connection with such registration. The Company shall not be required to maintain the effectiveness of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, Registration Statement for a registration requested pursuant to this Section 2(a) beyond the Restricted Period; provided, however, that as earlier to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when occur of (i) a Registration Statement with respect to 180 calendar days after the sale effective date thereof and (ii) consummation of such securities shall have become effective under the distribution by the Holders of the Registrable Securities Act and such securities shall have been disposed of included in accordance with such Registration Statement; or (ii) they . Any Holder who has elected to sell Registrable Securities in an offering pursuant to this Section 2 shall have been sold be permitted to withdraw from such registration by written notice to the Company if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 trading days preceding the date on which the notice of such offering was given pursuant to Rule 144 (or any successor provision) under the Securities Actthis Section 2(a).

Right to Include Registrable Securities. If the Company at any time after February 18, 2002, the Company proposes to register any shares of its Common Stock or any securities of the same class convertible into Common Stock under the Securities Act of 1933 (the "Securities Act") by registration on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statementother than Forms S-4 or S-8, whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")account, it shall as expeditiously as possible will each such time give prompt written notice to the holder or all registered holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holdersholders' rights under this Section 182.2. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder holder (a "Requesting Holder") made as promptly as practicable and in any event within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders)notice, the Company shall include in will use its best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which that the Company has been so requested to register by the Requesting Holders thereof and thereof; PROVIDED, HOWEVER, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the 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 keep so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right 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 effect connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and maintain compliance (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition registration (but in no event for a period greater than 90 days). For purposes not from any obligation of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrantto pay the Registration Expenses in connection therewith), including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subjectwithout prejudice, however, to the Restricted Period; providedrights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, however, that as to any particular securities contained 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 securities other securities. Notwithstanding anything contained in this Section 2.2(a), the Company shall cease to be Registrable Securities when (i) a Registration Statement with respect to not, if any Requesting Holder shall have requested the registration of shares of Common Stock issuable upon conversion of any Preferred Stock or exercise of any Warrants or other warrants issued under the Credit Agreement, consummate the sale of the securities included in the registration until such securities time as any applicable waiting period under the Hart-Scott-Rodino Act shall have become effective expired or early termination thereundex xxxxx xxxx xxxx granted if such Requesting Holder notifies the Company that it is required to make a filing under the Securities Hart-Scott-Rodino Act and such securities before it may convert its Preferred Stock. No regxxxxxxxxx xxxxxxxd under this Section 2.2 shall have been disposed relieve the Company of in accordance with such Registration Statement; or (ii) they shall have been sold its obligation to the public pursuant to Rule 144 (or effect any successor provision) registration upon request under the Securities ActSection 2.1.

Right to Include Registrable Securities. If the Company at any time after February 18following a Qualified IPO, 2002, the Company proposes to register any of its equity securities of the same class under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statement, whether or not for its own account (other than by (i) a Registration Statement registration on Form S-4 or Form S-8 or any successor or similar forms), (ii) any Registration Statement to be used exclusively whether or not for sale for its own account, in the offering and a manner which would permit registration of Registrable Securities for sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of public under the CompanyAct, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of will each such rights) (a "Piggyback Registration"), it shall as expeditiously as possible time give prompt written notice (which shall be at least thirty (30) days prior to the holder or holders filing) to all Eligible Holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and so, of such Eligible Holders' ’ rights under this Section 18Paragraph 1 and, to the extent such information is available, of the type and number of equity securities to be registered, the distribution arrangements and if the offering is underwritten the proposed price and identity of the lead underwriter(s). Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Eligible Holder made within 15 twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in Eligible Holder and the aggregate for all Holdersintended method of disposition thereof), the Company shall include in will use its best efforts to effect the Registration Statement registration under the Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof and the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, howeverholders thereof, to the Restricted Periodextent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register or in a separate registration statement concurrently filed and on terms substantially the same as those being offered to the Company; provided, however, that as if, at any time after giving written notice of its intention to register any particular securities contained and prior to the effective date of the registration statement filed in connection with such registration, the Registrable SecuritiesCompany shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such securities shall cease determination to be each Eligible Holder of Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Act.and, thereupon:

Right to Include Registrable Securities. If at any time after February 18, 2002during the five-year period commencing on the date hereof, the Company proposes to register any of its securities of the same class Common Stock under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statement, whether or not for sale for its own account for cash (other than by (i) a Registration Statement registration on Form S-4 or S-8 Form S-8, or any successor or similar forms), (ii) any Registration Statement to be used exclusively in the offering and a manner that would permit registration of Registrable Securities for cash sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of public under the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")Securities Act, it shall as expeditiously as possible will each such time promptly give written notice to the holder or holders all Holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so so, of the registration form of the SEC that has been selected by the Company and of such Holders' the rights of Holders under this Section 182.1 (the "Section 2.1 Notice"). Such rights are referred The Company will use reasonable best efforts to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 days after receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall include in the Registration Statement the proposed registration all Registrable Securities which that the Company has been so is requested in writing, within 10 days after the Section 2.1 Notice is given, to register by the Holders thereof and (up to a maximum number of shares per Holder in any twelve month period not in excess of 10% of the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for number of Registrable Securities held by such Holder on the date hereof as indicated in Schedule 1 hereto), so long as an aggregate of not less than 500,000 shares of Common Stock which are Registrable Securities are so requested by Holders to effect be included in the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Periodregistration; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect if, at any time after giving written notice of its intention to register any equity securities and prior to the sale effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such securities determination to all Holders of Registrable Securities that duly requested such registration, and thereupon shall have become effective under the be relieved of its obligation to register any Registrable Securities Act and such securities shall have been disposed of in accordance connection with such Registration Statement; or abandoned registration and (ii) they in case of a determination by the Company to delay registration of its equity securities, the Company shall have been sold be permitted to delay the public pursuant to Rule 144 (or any successor provision) under registration of such Registrable Securities for the Securities Actsame period as the delay in registering such other equity securities.

Right to Include Registrable Securities. If at any time after February 18, 2002, the Company proposes to register any of its IDSs, Common Stock, Common Stock Equivalents, Subordinated Notes or other securities or any security convertible into or exchangeable or exercisable for any Common Stock, Common Stock Equivalents, Subordinated Notes or other securities of the same class Company (other than in connection with an employee stock option or other benefit plan) under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statement, whether or not for its own account (other than by than: (i) a Registration Statement registration on Form S-4 or S-8 X-0, X-0 or any successor or similar forms, ; or (ii) any Registration Statement to be used exclusively in a similar registration under Canadian Securities Laws) and applicable Canadian Securities Laws (or under the Securities Act or applicable Canadian Securities Laws if the offering will not be registered under both the Securities Act and applicable Canadian Securities Laws), whether or not for sale for its own account (and including any registration pursuant to a request or demand registration right of any other person), at any time, then the Company's securities acquired by any of its or its subsidiaries' employeesCompany will each such time, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely subject to the securityholders provisions of the CompanySection 3.2 hereof, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration"), it shall as expeditiously as possible give prompt written notice to the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Holders of its intention to do so and of such the Holders' rights under this Section 18Article III, at least 30 days prior to the anticipated filing date of the registration statement relating to such registration; provided, in the case of a registration pursuant to Article II, the Company need not provide such notice to any Holder participating in such registration but will provide such notice to the Management Holders. Such rights are referred notice shall offer the Holders the opportunity to hereinafter include in such registration statement such number of Registrable Securities as "Piggyback Registration Rights." each Holder may request. Upon the written request of any such Holder made within 15 days after the receipt of any such the Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall include in use its best efforts to effect the Registration Statement proposed registration under the Securities Act and applicable Canadian Securities Laws of all Registrable Securities which the Company has been so requested to register by such Holder to the Holders thereof extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (i) if such registration involves an underwritten offering, any such Holder must sell its Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (except that indemnification obligations of any such Holder shall be limited to those obligations set forth in Article VI hereof) and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 3.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall keep determine for any reason not to register such securities, the Company shall give written notice to each such Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration pursuant to this Section 3.1 involves an underwritten public offering, any such Holder may elect, in writing no less than one business day prior to the effective date of the registration statement filed in effect and maintain compliance connection with each Federal and state law or regulation for the period necessary for such Holder registration, not to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any register such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement connection with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Act.such

Right to Include Registrable Securities. If the Company at any time after February 18, 2002, the Company proposes to register any of its securities of the same class Common Stock under the Securities Act of 1933 (the "Securities Act") by registration on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statementother than Forms S-4 or S-8, whether or not for sale for its own account and any Securityholder is requesting Registrable Securities (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively as defined in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employeesOther Registration Rights Agreements, directors or consultantspursuant referred to any employee compensationherein as "Third Party Securities") be included in such registration, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of will each such rights) (a "Piggyback Registration"), it shall as expeditiously as possible time give prompt written notice to the holder or all registered holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holdersholders' rights under this Section 182.2. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 days after receipt of any such notice holder (a "Requesting Holder") (which request shall (i) should specify the Registrable Securities intended to be disposed of by such HolderRequesting Holder and (ii) when aggregated with all other requests from Requesting Holders under this Agreement, which shall must include at least 250,000 shares of Registrable Securities (including at least 50,000 shares of Registrable Securities owned by the Principal Stockholder or any transferee thereof pursuant to Section 9 hereof)), made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, that (i) such registration will be no less than 200,000 shares in the aggregate for all Holderson Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company shall include in will use its best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof and thereof; PROVIDED, that prior to the effective date of the registration statement filed in connection with such registration, promptly upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall keep so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw promptly its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVER, 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 effect connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and maintain compliance (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition registration (but in no event for a period greater than 90 days). For purposes not from any obligation of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrantto pay the Registration Expenses in connection therewith), including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that as to any particular securities contained and (y) 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 securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Actother securities.

Right to Include Registrable Securities. If at any time after February 18, 2002following the consummation of the Company's initial public offering, the Company proposes shall propose to register any of Common Stock, whether or not for sale for its securities of the same class own account, under the Securities Act of 1933 or any subsequent similar federal statute and the rules and regulations thereunder (the "Securities Act") ), by registration on any form for the registration of securities under such ActForm SB-2, excludingS-1, however, any securities covered by a post-effective amendment to an existing effective registration statement, whether S-2 or S-3 (but not for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 S-8) or any successor or similar forms, xxxxxxx xxxxx (ii) except for any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively registrations in connection with (x) an exchange offer employee benefit plan or an offering of securities solely to the securityholders of the Companydividend reinvestment plan or a merger, (iv) any Registration Statement filed exclusively in connection with a rights offering consolidation or other business combination or (vy) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company debt securities that contractually limits selling shareholders to the holders of such rightsare not convertible into Common Stock) (a "Piggyback Registration"), it shall as expeditiously as possible give written notice to the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") of the Shares that (i) have not been previously registered pursuant to a registration statement that shall have become effective under the Securities Act and (ii) may not be disposed of as permitted by, and in compliance with, Rule 144(k) or Rule 145 (or successor provisions) under the Securities Act (the foregoing Shares, together with any additional shares of Common Stock issued in a stock split or stock dividend are "Registrable Securities") of its intention to do so and of such the Holders' rights under this Section 181 at least 30 days prior to the filing of a registration statement with respect to such registration with the Securities and Exchange Commission (the "SEC"). Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 20 days after the receipt of any such notice (that notice, which request shall specify the Registrable Securities intended to be registered and disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall shall, subject to the provisions hereof, use its commercially reasonable efforts to include in the Registration Statement the such registration statement all Registrable Securities which that the Company has been so requested to register by the Holders thereof and the Company shall keep such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement in effect and maintain compliance with each Federal and state law or regulation for thereafter filed by the period necessary for Company, such Holder shall nevertheless continue to effect have the proposed sale right pursuant to this Section 1.1 to include any Registrable Securities in any subsequent registration statement or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that registration statements as may be or are issued filed by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to offerings of its securities, upon all the sale of such securities shall have become effective under the Securities Act terms and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Actconditions set forth herein.

Right to Include Registrable Securities. If at any time If, during the --------------------------------------- period commencing on and after February 18, 2002the Effective Date, the Company proposes to register any of its securities of the same class file a registration statement under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment with respect to an existing effective offering by the Company, or by any other Person having the right to require the Company to file such registration statement, whether or not for its own account of Company Common Stock (other than by (i) a Registration Statement registration statement on Form S-4 or S-8 or an S-3 used for a dividend reinvestment plan, or any successor or similar forms), (ii) any Registration Statement to be used exclusively then in the offering and sale case of the Company's securities acquired by any of its or its subsidiaries' employeesan underwritten offering, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration"), it shall as expeditiously as possible give written notice of each such proposed filing to the holder or holders of this Warrant Holders and, if applicablein the case of a nonunderwritten offering, the Warrant Shares (Company shall give written notice of each such proposed filing to the "Holders") Holders other than the Xxxx Piggybackers, in each case at least 20 days before the anticipated filing date, and such notice shall offer such participating Holders or, in the case of its intention the exercise of rights hereunder by any Holder that is a Xxxx Entity, a Xxxx Group, the opportunity to do so and register such number of Registrable Securities as each such Holders' Holder or, in the case of the exercise of rights under this Section 18hereunder by any Holder that is a Xxxx Entity, a representative of the Xxxx Group with whom the Holder is participating, may request using the method of disposition proposed by the Company. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any participating Holder or, in the case of the exercise of rights hereunder by any Holder that is a Xxxx Entity, a representative of the Xxxx Group with whom the Holder is participating (such participating Holder and any other Person with registration rights exercisable with respect to the subject registration being deemed "Incidental Piggybackers"), made within 15 days after receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holderssold), the Company shall include in use its best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by register. Subject to the Holders thereof and managing underwriter's or selling broker's, as the case may be, Section 3.03 good faith judgment regarding the number of Registrable Securities to be registered, the Company shall keep use its best efforts to cause the managing underwriters of any proposed underwritten offering or the selling broker in any proposed offering on a delayed or continuous offering, to include such registration statement Registrable Securities requested by Holders of its Registrable Securities pursuant to this Section in effect such offering on the same terms and maintain compliance with each Federal and state law or regulation for conditions as any similar securities of the period necessary for such Holder to effect the proposed sale Company or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities ActPerson included therein.

Right to Include Registrable Securities. If the Company at any time after February 18, 2002, the Company proposes to register any its Preferred Limited Shares, ADSs or other shares of its securities capital stock of the same class or series as capital stock constituting Registrable Securities (or American Depositary Shares representing any of the foregoing) under the Securities Act of 1933 (other than a registration on Form F-4 or S-8, or any successor or other forms promulgated for similar purposes) which registration is reasonably anticipated to become effective after the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statementClosing, whether or not for sale for its own account (other than by (i) account, pursuant to a Registration Statement registration statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement which it is permissible to be used exclusively in the offering and register Registrable Securities for sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of public under the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")Securities Act, it shall as expeditiously as possible will each such time give prompt written notice to the holder or holders all Holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of so, referring to such Holders' rights under this Section 183. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 days after the receipt of any such notice (notice, which request shall specify may request only the registration of Registrable Securities intended that are of the same class or series of capital stock as the securities that are proposed by the Company to be disposed of covered by the registration statement (or American Depositary Shares representing such Holder, which shall be no less than 200,000 shares in the aggregate for all Holderscapital stock), the Company shall include in will use its best efforts to effect the Registration Statement registration under the Securities Act of all such Registrable Securities which the Company has been so requested to register by the Holders thereof and the Company shall keep thereof. If a registration requested pursuant to this Section 3(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration statement may elect, in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued writing prior to the Investor or its designees or permitted transferees or other securities that may be or are issued by effective date of the Company upon exercise of this Warrantregistration statement filed in connection with such registration, including those which may thereafter be issued by the Company in respect of any not to register such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance connection with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Actregistration.

Right to Include Registrable Securities. If the Company at any time after February 18following a Qualified IPO, 2002, the Company proposes to register any of its equity securities of the same class under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statement, whether or not for its own account (other than by (i) a Registration Statement registration on Form S-4 or Form S-8 or any successor or similar forms), (ii) any Registration Statement to be used exclusively whether or not for sale for its own account, in the offering and a manner which would permit registration of Registrable Securities for sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of public under the CompanyAct, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of will each such rights) (a "Piggyback Registration"), it shall as expeditiously as possible time give prompt written notice (which shall be at least thirty (30) days prior to the holder or holders filing) to all Eligible Holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and so, of such Eligible Holders' ’ rights under this Section 18Paragraph 1 and, to the extent such information is available, of the type and number of equity securities to be registered, the distribution arrangements and, if the offering is underwritten, the proposed price and identity of the lead underwriter(s). Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Eligible Holder made within 15 twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in Eligible Holder and the aggregate for all Holdersintended method of disposition thereof), the Company shall include in will use its best efforts to effect the Registration Statement registration under the Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof and the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, howeverholders thereof, to the Restricted Periodextent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register or in a separate registration statement concurrently filed and on terms substantially the same as those being offered to the Company; provided, however, that as if, at any time after giving written notice of its intention to register any particular securities contained and prior to the effective date of the registration statement filed in connection with such registration, the Registrable SecuritiesCompany shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such securities shall cease determination to be each Eligible Holder of Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Act.and, thereupon:

Right to Include Registrable Securities. If the Company at any time after February 18, 2002, the Company proposes to register any of its equity securities of the same class under the Securities Act by registration on Form X-x, X-0 or S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of 1933 equity securities in connection with an employee benefit plan (as defined in Rule 405 under the Securities Act) or dividend reinvestment plan or stock option or stock incentive plan on Form S-8 or any successor form thereto, (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto, or (iv) of the Common Stock issuable to Lincoln Park pursuant to the equity line of credit to be entered into by the Company with Lincoln Park pursuant to the Term Sheet dated as of January 20, 2014 between the Company and Lincoln Park and the Common Stock to be issued to Lincoln Park and no more than one other investor in connection therewith in a bridge financing at $.55 per share for gross proceeds of up to $1 million (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statement“Lincoln Equity Line”)), whether or not for sale for its own account account, it will at each such time give prompt written notice (other but in no event less than by (i30 days prior to the initial filing of a registration statement with respect thereto) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale each of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration"), it shall as expeditiously as possible give written notice to the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Holders of its intention to do so and such notice shall offer the Holders of such Holders' rights Registrable Securities the opportunity to register under this Section 18such registration statement such number of Registrable Securities as each such Holder may request in writing. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 days after receipt of any such notice the Holders (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder), which shall be no less than 200,000 shares made as promptly as practicable and in any event within 20 days after the aggregate for all Holders)receipt of any such notice, the Company shall include in such registration under the Registration Statement the Securities Act all Registrable Securities which the Company has been so requested to register by the Holders thereof and the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted PeriodHolder; provided, however, that as if, at any time after giving written notice of its intention to register any particular equity securities contained 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 or to delay registration of such equity securities, the Company shall give written notice of such determination and its reasons therefor to the Holders and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)), without prejudice, however, to the rights of the Holders to request that such registration be effected as a registration under Section 2.1 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 securities other securities. No registration effected under this Section 2.2 shall cease relieve the Company of its obligation to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective effect any registration upon request under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities ActSection 2.1.

Right to Include Registrable Securities. If the Company at any time after February 18, 2002, the Company --------------------------------------- proposes to register any of its securities of the same class Common Stock under the Securities Act of 1933 (the "Securities Act"other than a registration (i) on Form S-4, S-8 or any form similar forms, (ii) in connection with the acquisition by the Company of another company or (iii) relating to shares of Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company), for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statementsale, whether or not for its own account (other than by (i) account, on a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively form and in the offering and a manner that would permit registration of Registrable Securities for sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of public under the CompanySecurities Act, it will give notice (ivthe "Registration Notice") any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration"), it shall as expeditiously as possible give written notice Registrable Securities at least 40 calendar days prior to the holder or holders anticipated filing date of this Warrant and, if applicable, the Warrant Shares (the "Holders") registration statement relating to such registration of its intention to do so so, describing such securities and specifying the form and manner of the proposed registration (including, without limitation, (x) whether such registration will be in connection with an underwritten offering of the Common Stock and, if so, the identity of the investment banker (or investment bankers) managing the offering (collectively, the "managing underwriter") and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the like) at which the Registrable Securities, if any, are reasonably expected to be sold if disclosure of such Holders' rights under this Section 18price is acceptable to the managing underwriter). Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made holder of Registrable Securities (a "Requesting Holder") to include in such proposed registration Registrable Securities for sale for his account, which notice is delivered to the Company within 15 30 calendar days after receipt of any such notice (the Registration Notice is deemed to be given and which request shall specify the number of Registrable Securities intended to be disposed of by such Requesting Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall include in will effect the Registration Statement registration under the Securities Act of all of the Registrable Securities which that the Company has been so requested to register by the Holders thereof and the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Periodregister; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Act.that: -------- -------

Right to Include Registrable Securities. If at any time after February 18, 2002, the Company proposes to register any of its IDSs, Class A Common Stock, Senior Subordinated Notes or other securities or any security convertible into or exchangeable or exercisable for any Class A Common Stock, Senior Subordinated Notes, IDSs or other securities of the same class Company (other than in connection with an employee stock option or other benefit plan) under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statement, whether or not for its own account (other than by (i) than: a Registration Statement registration on Form S-8, S-4 or S-8 or any successor or similar forms, whether or not for sale fox xxx xxn account (ii) and including any Registration Statement registration pursuant to be used exclusively in a request or demand registration right of any other person), at any time, then the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employeesCompany will each such time, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely subject to the securityholders provisions of the CompanySection 3.2 hereof, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration"), it shall as expeditiously as possible give prompt written notice to the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Holders of its intention to do so and of such the Holders' rights under this Section 18Article III, at least 30 days prior to the anticipated filing date of the registration statement relating to such registration; provided, in the case of a registration pursuant to Article II, the Company need not provide such notice to any Holder participating in such registration but will provide such notice to the Management Holders. Such rights are referred notice shall offer the Holders the opportunity to hereinafter include in such registration statement such number of Registrable Securities as "Piggyback Registration Rights." each Holder may request. Upon the written request of any such Holder made within 15 days after the receipt of any such the Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall include in use its best efforts to effect the Registration Statement proposed registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holder to the Holders thereof extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (i) if such registration involves an underwritten offering, any such Holder must sell its Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (except that indemnification obligations of any such Holder shall be limited to those obligations set forth in Article VI hereof) and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 3.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall keep determine for any reason not to register such securities, the Company shall give written notice to each such Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration pursuant to this Section 3.1 involves an underwritten public offering, any such Holder may elect, in writing no less than one business day prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. No registration effected under this Article III shall relieve the Company of its obligations to effect and maintain compliance registrations upon request under Article II hereof. The Company will pay all Registration Expenses in connection with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes registration of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public requested pursuant to Rule 144 (or any successor provision) under the Securities Actthis Article III.

Right to Include Registrable Securities. If at any time after February 18, 2002, the Company proposes to register any of its IDSs, Common Stock, Common Stock Equivalents, Subordinated Notes or other securities or any security convertible into or exchangeable or exercisable for any Common Stock, Common Stock Equivalents, Subordinated Notes or other securities of the same class Company (other than in connection with an employee stock option or other benefit plan) under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statement, whether or not for its own account (other than by than: (i) a Registration Statement registration on Form S-4 or S-8 X-0, X-0 or any successor or similar forms, ; or (ii) any Registration Statement to be used exclusively in a similar registration under Canadian Securities Laws) and applicable Canadian Securities Laws (or under the Securities Act or applicable Canadian Securities Laws if the offering will not be registered under both the Securities Act and applicable Canadian Securities Laws), whether or not for sale for its own account (and including any registration pursuant to a request or demand registration right of any other person), at any time, then the Company's securities acquired by any of its or its subsidiaries' employeesCompany will each such time, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely subject to the securityholders provisions of the CompanySection 3.2 hereof, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration"), it shall as expeditiously as possible give prompt written notice to the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Holders of its intention to do so and of such the Holders' rights under this Section 18Article III, at least 30 days prior to the anticipated filing date of the registration statement relating to such registration; provided, in the case of a registration pursuant to Article II, the Company need not provide such notice to any Holder participating in such registration but will provide such notice to the Management Holders. Such rights are referred notice shall offer the Holders the opportunity to hereinafter include in such registration statement such number of Registrable Securities as "Piggyback Registration Rights." each Holder may request. Upon the written request of any such Holder made within 15 days after the receipt of any such the Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall include in use its best efforts to effect the Registration Statement proposed registration under the Securities Act and applicable Canadian Securities Laws of all Registrable Securities which the Company has been so requested to register by such Holder to the Holders thereof extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (i) if such registration involves an underwritten offering, any such Holder must sell its Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (except that indemnification obligations of any such Holder shall be limited to those obligations set forth in Article VI hereof) and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 3.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall keep determine for any reason not to register such securities, the Company shall give written notice to each such Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration pursuant to this Section 3.1 involves an underwritten public offering, any such Holder may elect, in writing no less than one business day prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. No registration effected under this Article III shall relieve the Company of its obligations to effect and maintain compliance registrations upon request under Article II hereof. The Company will pay all Registration Expenses in connection with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes registration of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public requested pursuant to Rule 144 (or any successor provision) under the Securities Actthis Article III.

Right to Include Registrable Securities. If at any time after February 18, 2002, the Company proposes shall propose to register any of Common Stock, whether or not for sale for its securities of the same class own account, under the Securities Act of 1933 or any subsequent similar federal statute and the rules and regulations thereunder (the "Securities Act") ), by registration on any form for the registration of securities under such ActForm XX-0, excludingX-0, however, any securities covered by a post-effective amendment to an existing effective registration statement, whether X-0 or S-3 (but not for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 S-8) or any successor or similar forms, forms (ii) except for any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively registrations in connection with (x) an exchange offer employee benefit plan or an offering of securities solely to the securityholders of the Companydividend reinvestment plan or a merger, (iv) any Registration Statement filed exclusively in connection with a rights offering consolidation or other business combination or (vy) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company debt securities that contractually limits selling shareholders to the holders of such rightsare not convertible into Common Stock) (a "Piggyback Registration"), it shall as expeditiously as possible give written notice to the holder or holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") of the shares of Common Stock issuable pursuant to the exercise hereof that (i) have not been previously registered pursuant to a registration statement that shall have become effective under the Securities Act and (ii) may not be disposed of as permitted by, and in compliance with, Rule 144 or Rule 145 (or successor provisions) under the Securities Act (the foregoing shares, together with any additional shares of Common Stock issued in a stock split or stock dividend are "Registrable Securities") of its intention to do so and of such the Holders' rights under this Section 189 at least 30 days prior to the filing of a registration statement with respect to such registration with the Securities and Exchange Commission (the "SEC"). Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 20 days after the receipt of any such notice (that notice, which request shall specify the Registrable Securities intended to be registered and disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall shall, subject to the provisions hereof, use its commercially reasonable efforts to include in the Registration Statement the such registration statement all Registrable Securities which that the Company has been so requested to register by the Holders thereof and the Company shall keep such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement in effect and maintain compliance with each Federal and state law or regulation for thereafter filed by the period necessary for Company, such Holder shall nevertheless continue to effect have the proposed sale right pursuant to this Section 9.1 to include any Registrable Securities in any subsequent registration statement or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that registration statements as may be or are issued filed by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to offerings of its securities, upon all the sale of such securities shall have become effective under the Securities Act terms and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Actconditions set forth herein.

Right to Include Registrable Securities. If at any time after February 18, 2002, the Company proposes --------------------------------------- to register any of its securities of the same class under the Securities Act of 1933 by registration on Forms X-0, X-0 or S-3 or any successor or similar form(s) (the "Securities Act"except registrations on such Forms or similar form(s) on any form solely for the registration of securities under in connection with an employee benefit plan or dividend reinvestment plan or a merger or consolidation and registrations effected pursuant to Section 6.1 of the Shareholder's Agreement dated as of November 12, 1996, as amended, between the Company and Rakepoll Finance unless the written consent of Holders (as defined in such Act, excluding, however, any securities covered by Shareholder's Agreement) holding at least a post-effective amendment majority of the Registrable Securities (as defined in such Shareholder's Agreement) included in such registration shall have been obtained to an existing effective registration statementthe inclusion of the Registrable Securities in such registration), whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")account, it shall as expeditiously as possible will, subject to Section 2.9 hereof, each such time give prompt written notice to the holder or all registered holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holdersholders' rights under this Section 182.2. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder holder (a "Requesting Holder") made as promptly as practicable and in any event within 15 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), the Company shall include in will, subject to Section 2.9 hereof, use its best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof and the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Periodthereof; provided, however, that as if, at any time after giving written notice of its intention to register any particular securities contained and prior to the effective date of the registration statement filed in connection with such registration, the Registrable SecuritiesCompany shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such securities shall cease determination to be each Requesting Holder of Registrable Securities when and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Statement with respect Expenses in connection therewith), without prejudice, however, to the sale rights of any holder or holders of Registrable Securities entitled to do so to request that such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Act.registration be effected as a registration under

Right to Include Registrable Securities. If the Company at any time after February 18, 2002, the Company proposes to register any of its securities of the same class Common Stock under the Securities Act of 1933 (the "Securities Act") by registration on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statementother than Forms S-4 or S-8, whether or not for sale for its own account and any Securityholder is requesting Registrable Securities (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively as defined in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employeesOther Registration Rights Agreements, directors or consultantspursuant referred to any employee compensationherein as "Third Party Securities") be included in such registration, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of will each such rights) (a "Piggyback Registration"), it shall as expeditiously as possible time give prompt written notice to the holder or all registered holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holdersholders' rights under this Section 182.2. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 days after receipt of any such notice holder (a "Requesting Holder") (which request shall (i) should specify the Registrable Securities intended to be disposed of by such HolderRequesting Holder and (ii) when aggregated with all other requests from Requesting Holders under this Agreement, which shall must include at least 250,000 shares of Registrable Securities (including at least 50,000 shares of Registrable Securities owned by the Principal Stockholder or any transferee thereof pursuant to Section 9 hereof)), made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, that (i) such registration will be no less than 200,000 shares in the aggregate for all Holderson Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company shall include in will use its best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof and thereof; provided, that prior to the effective date of the registration statement filed in connection with such registration, promptly upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall keep so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw promptly its request to have its Registrable Securities included in such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Periodstatement; provided, further, however, that as if, at any time after giving written notice of its intention to register any particular securities contained and prior to the effective date of the registration statement filed in connec tion with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (y) 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 securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Actother securities.

Right to Include Registrable Securities. If the Company at any time after February 18, 2002, prior to the Company fifth anniversary of the effective date of the Company's first registration statement under the Securities Act proposes to register any of its securities of the same class under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered other than by a post-effective amendment registration on Form X-0, X-0 or any successor similar forms or any other form not available for registering the Registrable Securities for sale to an existing effective registration statementthe public and other than pursuant to Section 2.1 hereof), whether or not for sale for its own account (other than by (i) a Registration Statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement to be used exclusively in the offering and sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")account, it shall as expeditiously as possible will each such time, at least 15 days prior to filing the registration statement, give written notice to the holder or holders all Holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of such Holders' rights under this Section 18so. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder Holders of an aggregate of at least 25,000 shares (appropriately adjusted for subdivisions and combinations of shares of Common Stock and dividends on Common Stock payable in shares of Common Stock hereafter) of Registrable Securities, made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by each such Holder, which shall be no less than 200,000 shares in Holder and the aggregate for all Holdersintended method of disposition thereof), the Company shall include in will use reasonable efforts to effect the Registration Statement registration under the Securities Act of an Registrable Securities which the Company has been so requested to register by the Holders thereof of such Registrable Securities, to the extent requisite to permit the disposition (determined pursuant to the provisions of Section 2.1(b) hereof) of the Registrable Securities so to be registered, provided 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 registration, the Company shall keep determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but not from its obligation to pay expenses in no event for a period greater than 90 daysaccordance with Section 2.1(e) hereof). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subjectwithout prejudice, however, to the Restricted Period; provided, however, that as to rights of any particular securities contained in the Registrable Securities, such securities shall cease to be Holder or Holders of Registrable Securities when (i) entitled to do so to request that such registration be effected as a Registration Statement with respect to the sale of such securities shall have become effective registration under the Securities Act Section 2.1 hereof, and such securities shall have been disposed of in accordance with such Registration Statement; or (ii) they in the case of a determination to delay registering, shall have been sold be permitted to the public delay registering any Registrable Securities being registered pursuant to Rule 144 (or this Section 2.2(a), for the same period as the delay in registering such other securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any successor provision) registration upon request under the Securities ActSection 2.1 hereof.

Right to Include Registrable Securities. If the Company at any time time, from and after February 18the expiration of any Lock-Up Period (as hereinafter defined), 2002, the Company proposes to register any its Preferred Limited Shares, ADSs or other shares of its securities capital stock of the same class or series as capital stock constituting Registrable Securities (or American Depositary Shares representing any of the foregoing) under the Securities Act of 1933 (the "Securities Act") other than a registration on Form F-4 or S-8, or any form successor or other forms promulgated for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statementsimilar purposes), whether or not for sale for its own account (other than by (i) account, pursuant to a Registration Statement registration statement on Form S-4 or S-8 or any successor or similar forms, (ii) any Registration Statement which it is permissible to be used exclusively in the offering and register Registrable Securities for sale of the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an exchange offer or an offering of securities solely to the securityholders of public under the Company, (iv) any Registration Statement filed exclusively in connection with a rights offering or (v) a Registration Statement filed pursuant to demand registration rights or as required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration")Securities Act, it shall as expeditiously as possible will each such time give prompt written notice to the holder or holders all Holders of this Warrant and, if applicable, the Warrant Shares (the "Holders") Registrable Securities of its intention to do so and of so, referring to such Holders' ’ rights under this Section 183. Such rights are referred to hereinafter as "Piggyback Registration Rights." Upon the written request of any such Holder made within 15 days after the receipt of any such notice (notice, which request shall specify may request only the registration of Registrable Securities intended that are of the same class or series of capital stock as the securities that are proposed by the Company to be disposed of covered by the registration statement (or American Depositary Shares representing such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders)capital stock) and that are not subject to any Lock-Up Period, the Company shall include in will use its best efforts to effect the Registration Statement registration under the Securities Act of all such Registrable Securities which the Company has been so requested to register by the Holders thereof and the Company shall keep thereof. If a registration requested pursuant to this Section 3(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration statement may elect, in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued writing prior to the Investor or its designees or permitted transferees or other securities that may be or are issued by effective date of the Company upon exercise of this Warrantregistration statement filed in connection with such registration, including those which may thereafter be issued by the Company in respect of any not to register such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that as to any particular securities contained in the Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance connection with such Registration Statement; or (ii) they shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Actregistration.