Common use of Right to Include Registrable Shares Clause in Contracts

Right to Include Registrable Shares. After the completion of the initial public offering by the Company of its Common Stock, each time the Company shall determine to file a registration statement under the Securities Act in connection with the proposed offer and sale for cash of Common Stock (other than debt securities which are convertible into Common Stock and other than registration statements on Form S-4 or S-8) either by it or by any holders of its outstanding equity securities, the Company shall give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 20 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 15 days after the receipt of any such notice from the Company, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Shares which the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; PROVIDED, HOWEVER, 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 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 of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in the Company's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder shall be required to provide indemnification which is more expansive than the indemnification provided in Section 9(b) hereof and provided, further, that the representations and warranties provided by any Holder shall be limited to such matters as the authority of such Holder to sell its Registrable Shares, its title thereto and the absence of liens thereon). If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect in writing 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 Section 2 shall relieve the Company of its obligations to effect one registration upon request under Section 4 hereof.

Right to Include Registrable Shares. After the completion of the initial public offering by the Company of its Common Stock, each Each time the Company AremisSoft shall determine to file a registration statement under the Securities Act in connection with the a proposed offer and sale for cash of Common Stock any equity securities (other than an offering of debt securities which that are convertible into equity securities, an offering of equity securities in an amount not in excess of five percent (5%) of the number of shares of Common Stock and outstanding at such time, or an offering of equity securities solely pursuant to an employee stock option plan or other than registration statements employee benefit plan registered on Form S-4 S-8 or S-8any similar form under the Securities Act) either by it or by any holders of its outstanding equity securities, the Company shall AremisSoft will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 20 thirty (30) days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 15 twenty-one (21) days after the receipt of any such notice from the Company, AremisSoft (which request shall specify the Registrable Shares intended to be disposed of by such Holder), the Company shall AremisSoft will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which the Company that AremisSoft has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; PROVIDEDprovided, HOWEVERhowever, 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 AremisSoft shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company AremisSoft may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in the CompanyAremisSoft's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to the CompanyAremisSoft, with such differences, including any with respect to indemnificationindemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder shall be required to provide indemnification which is more expansive than the indemnification provided in Section 9(b) hereof and provided, further, that the representations and warranties provided by any Holder shall be limited to such matters as the authority of such Holder to sell its Registrable Shares, its title thereto and the absence of liens thereon)offerings. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect elect, in writing 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 Section 2 shall relieve the Company AremisSoft of its obligations to effect one registration registrations upon request under Section 4 hereof.

Right to Include Registrable Shares. After the completion of the initial public offering by the Company of its Common Stock, each Each time the Company Track 'n Trail shall determine to file a registration statement under the Securities Act in connection with the a proposed offer and sale for cash of Common Stock any equity securities (other than an offering of debt securities which that are convertible into equity securities, an offering of equity securities in an amount not in excess of five percent (5%) of the number of shares of Common Stock and outstanding at such time, or an offering of equity securities solely pursuant to an employee stock option plan or other than registration statements employee benefit plan registered on Form S-4 S-8 or S-8any similar form under the Securities Act) either by it or by any holders of its outstanding equity securities, the Company shall Track 'n Trail will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 20 thirty (30) days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 15 twenty-one (21) days after the receipt of any such notice from the Company, Track 'n Trail (which request shall specify the Registrable Shares intended to be disposed of by such Holder), the Company shall Track 'n Trail will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which the Company that Track 'n Trail has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; PROVIDED, HOWEVER, 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 Track 'n Trail shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company Track 'n Trail may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in the CompanyTrack 'n Trail's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to the CompanyTrack 'n Trail, with such differences, including any with respect to indemnificationindemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder shall be required to provide indemnification which is more expansive than the indemnification provided in Section 9(b) hereof and provided, further, that the representations and warranties provided by any Holder shall be limited to such matters as the authority of such Holder to sell its Registrable Shares, its title thereto and the absence of liens thereon)offerings. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect elect, in writing 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 Section 2 shall relieve the Company Track 'n Trail of its obligations to effect one registration registrations upon request under Section 4 hereof.

Right to Include Registrable Shares. After the completion of the initial public offering by If the Company at any time proposes or is requested to register any shares of its Common Stock, each time the Company shall determine to file a registration statement Stock under the Securities Act (except registrations on such form(s) solely for registration of Common Stock in connection with the proposed offer and any employee benefit plan or dividend reinvestment plan or a merger or consolidation), whether or not for sale for cash of Common Stock (other than debt securities which are convertible into Common Stock and other than registration statements on Form S-4 or S-8) either by its own account, it or by any holders of its outstanding equity securities, the Company shall will each such time as soon as practicable give prompt written notice of its determination intention to each Holder and of such Holder's rights under this Section 2, at least 20 days prior do so to the anticipated filing date of such registration statementFTDI. Upon the written request (which request shall specify the total amount of each Holder Registrable Shares intended to be disposed of by FTDI) of FTDI made within 15 30 days after the receipt of any such notice from (15 days if the CompanyCompany gives telephonic notice with written confirmation to follow promptly thereafter, stating that (which request shall specify the Registrable Shares intended to i) such registration will be disposed on Form S-3 and (ii) such shorter period of by such Holdertime is required because of a planned filing date), the Company shall will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which held that the Company has been so requested to register for sale in the manner initially proposed by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; PROVIDED, HOWEVER, 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, Company. If the Company shall determine thereafter determines for any reason not to proceed with the proposed register or to delay registration of the securities to be sold by itRegistrable Shares, the Company may, at its election, give written notice of such determination to each Holder FTDI and (x) in the case of Registrable Shares and thereupon a determination not to register, shall be relieved of its the obligation to register any such Registrable Shares in connection with such registration, without prejudice, however, subject to any right FTDI may have to request that such registration (but not from its obligation to pay the Registration Expenses in connection therewithbe effected as a registration under Section 2(a) and (iiy) if such registration involves an underwritten offeringin the case of a determination to delay registering, all Holders of shall be permitted to delay registering any Registrable Shares requesting to be included in the Company's registration must sell their Registrable Shares to the underwriters on of FTDI for the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder shall be required to provide indemnification which is more expansive than the indemnification provided in Section 9(b) hereof and provided, further, that the representations and warranties provided by any Holder shall be limited to such matters period as the authority delay in registration of such Holder to sell its Registrable Shares, its title thereto and the absence of liens thereon). If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registrationother securities. No registration effected under this Section 2 3(a) shall relieve the Company of its obligations any obligation to effect one a registration upon request a Registration Request under Section 4 hereof2(a).

Right to Include Registrable Shares. After the completion of the initial public offering by If the Company at any time after the Effective Date proposes to register shares of its Common Stock (or any security which is convertible into or exchangeable or exercisable for Common Stock, each time the Company shall determine to file a registration statement ) under the Securities Act in connection with the proposed offer and sale for cash of Common Stock (other than debt securities which are convertible into Common Stock and other than a registration statements on Form S-4 or S-8) either by , or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, it or by any holders of its outstanding equity securitieswill, the Company shall at each such time, give prompt written notice to Grantee of its determination intention to each Holder do so and of such Holder's Grantee’s rights under this Section 2, at least 20 days prior to the anticipated filing date of such registration statement11(a). Upon the written request of each Holder Grantee made within 15 20 days after the receipt of any such notice from the Company, (which request shall specify the Registrable such Warrant Shares and such other shares of Common Stock intended to be disposed of by such HolderGrantee (the “Registrable Shares”)), the Company shall will, as expeditiously as practicable, use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Shares which the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registeredShares; PROVIDED, HOWEVER, provided that (i) if, at any time after giving written notice of its intention to register any securities shares of its Common Stock and prior to the effective date of the filing of the registration statement filed in connection with such registrationstatement, the Company shall determine for any reason determines not to proceed with the proposed registration of the securities to be sold by itregistration, the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon Grantee and, thereupon, shall be relieved of its obligation to register any the Registrable Shares in connection with such registration (but the Company shall not from be relieved of its obligation to pay any expenses related to the Registration Expenses in connection therewith) proposed registration and its dismissal), and (ii) if such registration involves involved an underwritten offering, all Holders of Registrable Shares requesting to be included in the Company's registration Grantee must sell their its Registrable Shares to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnificationindemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder shall be required to provide indemnification which is more expansive than the indemnification provided in Section 9(b) hereof and provided, further, that the representations and warranties provided by any Holder shall be limited to such matters as the authority of such Holder to sell its Registrable Shares, its title thereto and the absence of liens thereon)offerings. If a registration requested pursuant to this Section 2(a) paragraph involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration Grantee may elect elect, in writing prior to the effective date of the registration statement filed in connection with such registrationstatement, not to register such securities in connection with such registration. No registration effected under this Section 2 shall relieve the Company of its obligations to effect one registration upon request under Section 4 hereof.

Right to Include Registrable Shares. After (i) If the completion Company, at any time before the Termination Date, proposes to register any securities of the initial public offering by Company, whether for its own account or for the account of one or more security holders of the Company by way of its Common Stock, each time the Company shall determine to file a any registration statement under the Securities Act in connection with the proposed offer and sale form that may be used for cash registration of Common Stock (other than debt securities which are convertible into Common Stock and other than registration statements on Form S-4 or S-8) either by it or by any holders of its outstanding equity securitiesRegistrable Securities, the Company shall will, subject to SECTION 2.2(b), give prompt written notice of its determination (a "PROPOSED REGISTRATION NOTICE") to each Holder and the Securityholders of such Holder's rights under this Section 2, proposal at least 20 days 15 Business Days prior to the anticipated filing date of any Registration Document relating to such proposed registration. The Proposed Registration Notice shall include the particulars of the proposed offering, if available, including the Qualifying Jurisdictions, in which such registration statementis to be effected, the estimated number of securities of the Company proposed to be issued, the range of the estimated offering price per security of the Company, the proposed plan of distribution and the proposed terms of the underwriting arrangements, if any. Upon The Company shall also provide to the Securityholders any current draft Preliminary Prospectus, if available, and any current draft underwriting agreement, if available, relating to the proposed offering. Subject to the provisions of this SECTION 2.2, upon the written request (an "INCIDENTAL REGISTRATION NOTICE") of each Holder made within any Securityholder, given to the Company within, in the case of a "BOUGHT DEAL", 15 days Business Days, and otherwise, 10 Business Days after the receipt of any such notice from the CompanyProposed Registration Notice, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), that the Company shall use its best efforts to effect the registration under the Securities Act of register some or all Registrable Shares which the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares held at such time by the Requesting Securityholder and any other Securityholder requesting registration of any of its Registrable Shares at that time (each of which shall join in such request by signing the Incidental Registration Notice, and all of which, together with the Requesting Securityholder, are collectively referred to in this Agreement (other than SECTION 2.1(a) as the "PARTICIPATING SECURITYHOLDERS") the Company will use its commercially reasonable efforts to register such Registrable Shares and cause such registration to become effective under the Applicable Securities Laws, so as to permit the resale and distribution of such Registrable Shares to be registered; PROVIDED, HOWEVER, that effected in the Qualifying Jurisdictions in accordance with the Applicable Securities Laws in such manner as the Requesting Securityholder may reasonably designate in connection with such proposed offering by the Company. The Incidental Registration Notice shall specify the number of Registrable Shares to be registered and the intended manner of disposition thereof. (iii) ifIf the Company, at any time after giving it has given a Proposed Registration Notice, determines for any reason not to proceed with or to delay the registration specified in such Proposed Registration Notice, the Company will promptly give the Requesting Securityholder written notice of its intention such determination and, thereupon, (i) in the case of a determination not to register any securities and prior to the effective date of the registration statement filed in connection proceed with such registration, the Company shall 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 of Registrable Shares and thereupon shall be relieved of its obligation obligations hereunder to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) registration, and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in the Company's registration must sell their Registrable Shares case of a determination to the underwriters on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder shall be required to provide indemnification which is more expansive than the indemnification provided in Section 9(b) hereof and provided, further, that the representations and warranties provided by any Holder shall be limited to such matters as the authority of such Holder to sell its Registrable Shares, its title thereto and the absence of liens thereon). If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect in writing prior to the effective date of the registration statement filed in connection with delay such registration, not the Company shall be permitted to register such securities delay registering any Registrable Shares for the same period as the delay in connection with such registration. No registration of Registrable Shares effected under this Section 2 shall SECTION 2.2 shall, subject to SECTION 2.1, relieve the Company of its obligations with respect to effect one any demand registration upon request under Section 4 hereofwhich may be requested by the Securityholders pursuant to SECTION 2.1.

Right to Include Registrable Shares. After the completion of the initial public offering by the Company of its Common Stock, each Each time the Company shall determine to file a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any Common Stock (other than debt securities which are convertible into Common Stock and other than registration statements on Form S-4 or S-8) either by it or by any holders of its outstanding equity securitiesCommon Stock, the Company shall will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 20 10 days prior to the anticipated filing date of such registration statement; provided, however, that the Company is not required to provide any such notice in connection with a registration statement covering a Company stock option, incentive compensation, profit-sharing or comparable employee benefit or compensation plan. Upon the written request of each Holder made within 15 10 days after the receipt of any such notice from the Company, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), the Company shall will use its best commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Shares which the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; PROVIDED, HOWEVERprovided, 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 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 of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in the Company's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder shall be required to provide indemnification which is more expansive than the indemnification provided in Section 9(b) hereof and provided, further, that the representations and warranties provided by any Holder shall be limited to such matters as the authority of such Holder to sell its Registrable Shares, its title thereto and the absence of liens thereon)offerings. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities Common Stock in connection with such registration. No registration effected under this Section 2 shall relieve the Company of its obligations to effect one registration registrations upon request under Section 4 hereof.

Right to Include Registrable Shares. After the completion of the initial public offering by the Company of its Common Stock, each Each time the Company shall determine to file a registration statement under the Securities Act in connection with the a proposed offer and sale for cash of Common Stock any equity securities (other than an offering of debt securities which that are convertible into Common Stock and other than registration statements on Form S-4 equity securities or S-8an offering of equity securities pursuant to a benefit plan established for employees, directors or consultants of the Company) either by it or by any holders of its outstanding equity securities, the Company shall give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 23, at least 20 60 days prior to the anticipated filing date of such registration statement. Upon the written request of each any Holder made within 15 30 days after the receipt of any such notice from the Company, Company (which request shall specify the number of Registrable Shares intended to be disposed of by such Holder), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Shares which that the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; PROVIDEDprovided, HOWEVERhowever, 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 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 of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ); and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in the Company's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnificationindemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder shall be required to provide indemnification which is more expansive than the indemnification provided in Section 9(b) hereof and provided, further, that the representations and warranties provided by any Holder shall be limited to such matters as the authority of such Holder to sell its Registrable Shares, its title thereto and the absence of liens thereon)offerings. If a registration requested pursuant to this Section 2(a3(a) involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect elect, in writing 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 Section 2 3 shall relieve the Company of its obligations to effect one registration registrations upon request under Section 4 2 hereof.

Right to Include Registrable Shares. After the completion of the initial public offering by the Company of its Common Stock, each time the Company shall determine to file a registration statement under the Securities Act in connection with the proposed offer and sale for cash of Common Stock (other than debt securities which are convertible into Common Stock and other than registration statements on Form S-4 or S-8) either by it or by any holders of its outstanding equity securities, the Company shall give prompt written notice of its determination to each Holder Shareholder and of such HolderShareholder's rights under this Section 2, at least 20 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder Shareholder made within 15 days after the receipt of any such notice from the Company, (which request shall specify the Registrable Shares intended to be disposed of by such HolderShareholder), the Company shall use its best efforts shall, subject to Section 2(b), effect the registration under the Securities Act of all Registrable Shares which the Company has been so requested to register by the Holders Shareholders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; PROVIDED, HOWEVER, 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 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 Shareholder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) if such registration involves an underwritten offering, all Holders Shareholders of Registrable Shares requesting to be included in the Company's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder Shareholder shall be required to provide indemnification which is more expansive than the indemnification provided in Section 9(b) hereof and provided, further, that the representations and warranties provided by any Holder Shareholder shall be limited to such matters as the authority of such Holder Shareholder to sell its Registrable Shares, its title thereto and the absence of liens thereon). If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder Shareholder of Registrable Shares requesting to be included in such registration may elect in writing 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 Section 2 shall relieve the Company of its obligations to effect one registration upon request under Section 4 hereof.

Right to Include Registrable Shares. After Each time following the completion of the initial public offering by the Company of its Common Stock, each time IPO Date that the Company shall determine to file a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any Common Stock (other than registration statements relating to (i) the sale of securities pursuant to an employee benefit plan on Form S-8 or any other available form, (ii) the offering of securities in connection with a merger, consolidation or otherwise on Form S-4 or any other available form, (iii) Common Stock in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are convertible into also being registered, (iv) the offering of Common Stock and other than registration statements registered on Form S-4 S-3 relating to a dividend reinvestment plan, or S-8(v) an offering of Common Stock on any form which does not include substantially the same information as would be included in a registration statement covering the sale of the Registrable Securities) either by it or by any holders of its outstanding equity securitiesCommon Stock, the Company shall will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 20 45 days prior to the anticipated filing date of such registration statementRegistration Statement. Upon the written request of each Holder made within 15 21 days after the receipt of any such notice from the Company, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), the Company shall will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which the Company has been so requested to register by the Holders thereof; provided, to the extent required to permit the disposition of the Registrable Shares so to be registered; PROVIDED, HOWEVERhowever, 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 Registration Statement filed in connection with such registration, the Company shall 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 of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ); and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in the Company's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnificationindemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder shall be required to provide indemnification which is more expansive than the indemnification provided in Section 9(b) hereof and provided, further, that the representations and warranties provided by any Holder shall be limited to such matters as the authority of such Holder to sell its Registrable Shares, its title thereto and the absence of liens thereon)offerings. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect elect, in writing prior to the effective date of the registration statement Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. No registration effected under this Section 2 shall relieve the Company of its obligations to effect one registration upon request under Section 4 hereof.

Right to Include Registrable Shares. After the completion of the initial public offering by the Company of its Common StockSubject to SECTION 2(b), each time the Company shall determine to file a registration statement under the Securities Act in connection with the proposed offer and sale for cash of Common Stock any equity securities (other than (i) debt securities which are convertible into equity securities and (ii) shares of Common Stock and other than registration statements on Form S-4 (A) to be issued solely in connection with the acquisition of any Person or S-8the assets of any Person, (B) issuable upon the exercise of grants under stock-based incentive plans, or (C) issuable pursuant to employee benefits plans) either by it or by any holders of its outstanding equity securitiessecurities (a "REQUESTING HOLDER"), the Company shall will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2SECTION 2(a), at least 20 21 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 15 14 days after the receipt of any such notice from the Company, Company (which request shall specify the Registrable Shares intended to be disposed of by such Holder), the Company shall will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Shares which the Company has been so timely requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; PROVIDED, HOWEVER, 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 or the Requesting Holder, as applicable, shall determine for any reason not to proceed with the proposed registration of the securities to be sold by itthe Company or the Requesting Holder, as applicable, the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ), and (ii) if such registration involves an underwritten public offering, all Holders of Registrable Shares requesting to be included in the Company's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to the CompanyCompany or the Requesting Holder, as applicable, with such differences, including any with respect to indemnification, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder shall be required to provide indemnification which is more expansive than the indemnification provided in Section 9(b) hereof and provided, further, that the representations and warranties provided by any Holder shall be limited to such matters as the authority of such Holder to sell its Registrable Shares, its title thereto and the absence of liens thereon)offerings. If a registration requested pursuant to this Section SECTION 2(a) involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect elect, in writing 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 Section 2 SECTION 2(a) shall relieve the Company of its obligations to effect one registration registrations upon request under Section 4 hereofpursuant to the terms and subject to the conditions of SECTION 4. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Shares in any registration statement pursuant to this SECTION 2 by giving written notice to the Company of its request to withdraw; PROVIDED, HOWEVER, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Shares in the registration as to which such withdrawal has been made.

Right to Include Registrable Shares. After the completion of the initial public offering by the Company of its Common Stock, each Each time the Company shall determine to file a registration statement under the Securities Act in connection with the proposed offer and sale for cash of shares of Common Stock (other than debt securities which are convertible into Common Stock and other than registration statements on Form S-4 or S-8) either by it or by any holders of its outstanding equity securitiesshares of Common Stock, the Company shall will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, 2 at least 20 21 days prior to the anticipated filing date of such registration statement; provided, however, that no such notice shall be required if the form of registration statement and the rules of the SEC would not permit sales of Registrable Shares by the Holders pursuant to the registration statement. Upon the 2 written request of each Holder made within 15 days after at any time not later than 48 hours prior to the receipt effective date and time of any such notice from the Company, registration statement (which request shall specify the number of Registrable Shares intended to be disposed of by such Holder), the Company shall will use its reasonable best efforts efforts, as provided in Section 5 hereof, to effect the registration under the Securities Act of all Registrable Shares which the Company has been so requested to register by the Holders thereof; provided, to the extent required to permit the disposition of the Registrable Shares so to be registered; PROVIDED, HOWEVERhowever, that (i) if, at any time after giving written notice of its intention to register any securities the sale of shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registrationregistration and relating to a proposed offer and sale of its Common Stock by the Company, the Company shall determine for any reason not to proceed with the proposed registration of the securities Common Stock to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation hereunder to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) registration, and (ii) if such registration involves an underwritten offeringoffering for the registration of the issuance and sale of shares of Common Stock by the Company, all Holders of Registrable Shares requesting to be included in the Company's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnificationindemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder shall be required to provide indemnification which is more expansive than the indemnification provided in Section 9(b) hereof and provided, further, that the representations and warranties provided by any Holder shall be limited to such matters as the authority of such Holder to sell its Registrable Shares, its title thereto and the absence of liens thereon). If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registrationofferings. No registration effected under this Section 2 shall relieve the Company of its obligations to effect one registration registrations upon request under Section 4 hereof. There shall be no limit on the number of times that any Holder may participate in registrations pursuant to this Section 2(a).

Right to Include Registrable Shares. After the completion of the initial public offering by the Company of its Common Stock, each Each time the Company shall determine to file a registration statement under the Securities Act in connection with the a proposed offer and sale for cash of Common Stock any equity securities (other than an offering of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of the number of shares of Class A Common Stock and other than registration statements on Form S-4 or S-8outstanding at such time) either by it or by any holders of its outstanding equity securities, the Company shall will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 20 60 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 15 30 days after the receipt of any such notice from the Company, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), the Company shall will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; PROVIDEDprovided, HOWEVERhowever, 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 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 of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in the Company's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder shall be required to provide indemnification which is more expansive than the indemnification provided in Section 9(b) hereof and provided, further, that the representations and warranties provided by any Holder shall be limited to such matters as the authority of such Holder to sell its Registrable Shares, its title thereto and the absence of liens thereon). If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect in writing 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 Section 2 shall relieve the Company of its obligations to effect one registration upon request under Section 4 hereof.such

Right to Include Registrable Shares. After On or after June 1, 1998 (the completion of the initial public offering by the Company of its Common Stock"Rights Commencement Date"), each time the Company shall determine to file a registration statement under the Securities Act in connection with the a proposed offer and sale for cash of Common Stock any equity securities (other than an offering of debt securities which are convertible into Common Stock and other than registration statements on Form S-4 or S-8) either by it or by any holders of its outstanding equity securities) by the Company, the Company shall will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 20 twenty (20) days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 15 fifteen (15) days after the receipt of any such notice from the Company, Company (which request shall specify the Registrable Shares intended to be disposed of by such Holder), the Company shall will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; PROVIDED, HOWEVER, 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 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 of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in the Company's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnificationindemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder shall be required to provide indemnification which is more expansive than the indemnification provided in Section 9(b) hereof and provided, further, that the representations and warranties provided by any Holder shall be limited to such matters as the authority of such Holder to sell its Registrable Shares, its title thereto and the absence of liens thereon)offerings. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect elect, in writing at least five (5) days 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 Section 2 shall relieve the Company of its obligations to effect one the registration upon request under Section 4 hereof.

Right to Include Registrable Shares. After On or after June 1, 1998 (the completion of the initial public offering by the Company of its Common Stock"Rights Commencement Date"), each time the Company shall determine to file a registration statement under the Securities Act in connection with the a proposed offer and sale for cash of Common Stock any equity securities (other than an offering of debt securities which are convertible into Common Stock and other than registration statements on Form S-4 or S-8) either by it or by any holders of its outstanding equity securities) by the Company, the Company shall will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 20, at least 20 twenty (20) days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 15 fifteen (15) days after the receipt of any such notice from the Company, Company (which request shall specify the Registrable Shares intended to be disposed of by such Holder), the Company shall will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; PROVIDED, HOWEVER, 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 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 of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in the Company's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnificationindemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder shall be required to provide indemnification which is more expansive than the indemnification provided in Section 9(b) hereof and provided, further, that the representations and warranties provided by any Holder shall be limited to such matters as the authority of such Holder to sell its Registrable Shares, its title thereto and the absence of liens thereon)offerings. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect elect, in writing at least five (5) days 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 Section 2 0 shall relieve the Company of its obligations to effect one the registration upon request under Section 4 0 hereof.

Right to Include Registrable Shares. After On or after twelve (12) months from the completion of Closing Date as specified in the initial public offering by the Company of its Common StockPurchase Agreement, each time the Company AremisSoft shall determine to file a registration statement under the Securities Act in connection with the a proposed offer and sale for cash of Common Stock any equity securities (other than an offering of debt securities which that are convertible into Common Stock and other than registration statements equity securities, an offering of equity securities in connection with a SEC Rule 145 transaction registered on Form S-4 S-4, or S-8an offering of equity securities solely pursuant to an employee stock option plan or other employee benefit plan registered on Form S-8 or any similar form under the Securities Act) either by it or by any holders of its outstanding equity securities, the Company shall AremisSoft will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 20 thirty (30) days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 15 twenty one (21) days after the receipt of any such notice from the Company, AremisSoft (which request shall specify the Registrable Shares intended to be disposed of by such Holder), the Company shall AremisSoft will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which the Company that AremisSoft has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; PROVIDEDprovided, HOWEVERhowever, 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 AremisSoft shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company AremisSoft may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in the CompanyAremisSoft's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to the CompanyAremisSoft, with such differences, including any with respect to indemnificationindemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder shall be required to provide indemnification which is more expansive than the indemnification provided in Section 9(b) hereof and provided, further, that the representations and warranties provided by any Holder shall be limited to such matters as the authority of such Holder to sell its Registrable Shares, its title thereto and the absence of liens thereon)offerings. If a registration requested pursuant to this Section 2(a) 2.1 involves an underwritten public 22 offering, any Holder of Registrable Shares requesting to be included in such registration may elect elect, in writing 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 Section 2 shall relieve the Company AremisSoft of its obligations to effect one registration registrations upon request under Section 4 hereof.

Right to Include Registrable Shares. After the completion of the initial public offering by the Company of its Common Stock, each Each time the Company shall determine to file a registration statement under the Securities Act in connection with the a proposed offer and sale for cash of Common Stock any equity securities (other than debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of the number of shares of Common Stock and other than registration statements on Form S-4 or S-8outstanding at such time in connection with the offering of debt securities) either by it or by any holders of its outstanding equity securities, the Company shall will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 20 30 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 15 21 days after the receipt of any such notice from the Company, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), the Company shall will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; PROVIDED, HOWEVER, 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 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 of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) ), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in the Company's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnificationindemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings (provided that no Holder shall be required to provide indemnification which is more expansive than the indemnification provided in Section 9(b) hereof and provided, further, that the representations and warranties provided by any Holder shall be limited to such matters as the authority of such Holder to sell its Registrable Shares, its title thereto and the absence of liens thereon)offerings. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect elect, in writing 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 Section 2 shall relieve the Company of its obligations to effect one registration registrations upon request under Section 4 hereof.