Common use of Incidental Registration Clause in Contracts

Incidental Registration. (i) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon the written request of a Holder or Holders given within twenty (20) days after the Company provides such notice, the Company shall use its reasonable efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever a. The Company covenants and agrees with the Securityholders that in the event that the Company proposes after the Date of Grant to file a Registration Statement registration statement under the Securities Act with respect to any of its equity securities (other than a pursuant to registration relating solely to statements on Form S-4 or Form S-8 or any successor or similar forms), whether or not for its own account, then the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, shall give written notice of such proposed filing to all Holders of its intention to do so and, upon the written request of a Holder or Holders given within Securityholders promptly (and in any event at least twenty (20) days after before the anticipated filing date). Such notice shall offer to such Securityholders, together with others who have similar rights, the opportunity to include in such registration statement such number of Registrable Securities as they may request. The Company shall consult with, and to the extent determined to be nondetrimental use its reasonable good faith efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than Common Stock and the managing underwriter has advised the Company provides in writing that, in its view, the inclusion in such notice, offering of Common Stock could materially adversely affect such offering) to permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to cause all include such Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless proposed offering on the Holders thereof accept the same terms of the underwriting and conditions as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other any similar securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Companyincluded therein. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares Securityholders proposing to distribute their securities in an offering under this Section C involving an Registrable Securities through such underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected underwriters. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to Section 10.1, if any such managing underwriter of recognized standing shall advise the Company and the Securityholders in writing that, in its view, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution at a price acceptable to the Company or the securityholders initiating such registration, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall be included in the following order: (i) first, the securities the Company proposes to include therein, and (ii) second, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. b. In the event that a holder or holders of the Company's securities (other than a Securityholder or Securityholders) requests, pursuant to rights granted to such holder or holders, that the Company file a registration statement for the underwritingpublic offering of securities and the Company and the other holders of the Company's securities (including the Securityholders) who have rights to be included in such registration, request to be included in such registration and the managing underwriter of such offering shall advise the Company and the holders requesting inclusion in the offering that, in its opinion, the distribution of a specified portion of the securities requested to be included in the registration could materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be included in the following order: (i) first, the securities the Company proposes to include therein; (ii) second, all of the securities requested to be included therein by the holder or holders making the initial request for the registration, and (iii) third, Registrable Securities requested to be included in such registration by Securityholders pursuant to this Section 10.2 together with all other securities requested to be included therein by holders having registration rights, pro rata among the holders of such securities according to the number of securities requested to be included by each such holder requesting inclusion therein. For purposes of this Section 10.2(b), the Company agrees to request for inclusion in the registration only that number of securities that the Company intends, in good faith, to sell, if all such securities so requested by the Company were permitted to be included by the managing underwriter in such registration and sold pursuant thereto.

Incidental Registration. During the Registration Period, each holder of Registrable Securities will have a right to have its Registrable Securities included in registration statements filed by the Company on general registration forms under the Securities Act, except as otherwise provided herein. The Company will notify each such holder in writing (ithe "Company Notice") Whenever promptly after making the decision to file a registration statement under the Securities Act with respect to the proposed sale of the Company's equity securities (except with respect to registration statements filed on Forms S-4 or S-8 or such others in similar form then in effect under the Securities Act), specifying in the Company Notice the form of registration statement, the number of shares of securities the Company proposes to file register, the name of the managing underwriter or underwriters (if any) and the general terms and conditions of the proposed registration and sale. Subject to Section 1.6 and the remainder of this Section 1.1, if requested by any holder of Registrable Securities in a Registration Statement writing (other than a registration relating solely the "Investor Notice"), delivered to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon the written request of a Holder or Holders given within twenty (20) later than 30 days after the Company provides gives the Company Notice, to include in such noticeregistration statement Registrable Securities (the "Requested Shares"), the Company shall use its reasonable efforts will, unless prohibited by the Underwriter, include the Requested Shares in the registration statement, and, if the proposed sale is to be underwritten, to cause all Registrable Shares which the underwriters of securities to be sold by the Company has been requested by in such Holder or Holders registration statement to register to be registered under purchase such Requested Shares. In the Securities Act; provided event that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to 1.1 shall be an underwritten offering of securities of the Company, any Holder other than request by such holders pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting1.1 to register the Requested Shares, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by itmay, and then only in such quantity, subject to the restrictions set forth below, as will but need not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares specify that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares shares are to be included in the underwriting in accordance with on the foregoing is less than same terms and conditions as the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholderssecurities, if any, otherwise being sold through underwriters under such registration. In the event of an underwritten offering of securities distributing their shares through of the Company, such underwriting) enter into an underwriting agreement notice shall also specify as to whether such holder of Registrable Securities desires that any of such Requested Shares to be included in customary form with any such registration statement be subject to any over-allotment option granted the underwriters of such offering. No holder shall be required to have its Requested Shares be part of any underwritten offering and/or subject to any over-allotment option granted any underwriter by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters selected for shall inform the underwritingCompany of its opinion, at least 15 days prior to the date that the registration statement becomes effective, that part or all of the Requested Shares be excluded from the registration statement on the ground that the inclusion of such Requested Shares will adversely affect the orderly sales and distribution of the Common Stock being sold, the Company shall include all securities to be sold by holders, including the Company, which have the right to require that their securities be included in the registration on a pro rata basis. If the underwriters agree to purchase any of the Requested Shares beneficially owned by any holder who has agreed that such Requested Shares shall be sold pursuant to the underwritten offering or pursuant to the exercise of any over-allotment option as described above, such holders will enter into a reasonably customary underwriting agreement with the underwriters and will sell such Requested Shares to the underwriters unless, and except to the extent that, upon written notice to the Company and the managing underwriter or underwriters at least two days prior to the effective date of the registration statement, any such holder withdraws any portion of such Requested Shares. If the underwriters elect to purchase less than all the Requested Shares beneficially owned by holders who have agreed that such Requested Shares shall be sold pursuant to the underwritten offering or pursuant to the exercise of any over-allotment option, the underwriters shall purchase such Requested Shares on a pro rata basis among the Requested Shares that were included in the timely requests from holders of Registrable Securities under this subsection and the Requested Shares requested to be included in the registration statement by other stockholders holding registration rights and who have requested that such shares be sold pursuant to the underwritten offering or pursuant to the exercise of an over-allotment option. Notwithstanding the foregoing, the Company may withdraw any registration statement referred to in this Section 1 without any liability to the holders of Registrable Securities.

Incidental Registration. (ia) Whenever If the Company proposes to file a Registration Statement (other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time proposes to register any of its securities under the Act, whether of its own accord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and from time if the form of registration statement proposed to timebe used may be used for the registration of Registerable Securities, it will, the Company will give notice to Holder not less than 10 days nor more than 30 days prior to the filing of such filing, give written notice to all Holders registration statement of its intention to do so proceed with the proposed registration (the “Incidental Registration”), and, upon the written request of a the Holder or Holders given made within twenty ten (2010) days after the Company provides receipt of any such noticenotice (which request will specify the Registerable Securities intended to be disposed of by the Holder and state the intended method of disposition thereof), the Company shall will use its reasonable best efforts to cause all Registrable Shares Registerable Securities of Holder as to which the Company registration has been requested by such Holder or Holders to register to be registered under the Securities Act; , provided that if such registration is in connection with an underwritten public offering, Holder’s Registerable Securities to be included in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything contained in this Section 1.2 to the contrary, the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without no obligation to cause Registerable Securities to be registered with respect to any Holder other than pursuant to Section E.Registerable Securities which shall be eligible for resale without limitation under Rule 144 of the Securities Act. (iib) In connection with any offering under this Section C involving If an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms Incidental Registration is a primary registration on behalf of the underwriting as agreed upon between the Company and the underwriters selected by itis in connection with an underwritten public offering, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of if the managing underwriter underwriters advise the registration Company in writing that in their opinion the amount of all, or part of, the Registrable Shares that the Holders have securities requested to be included would adversely affect in such public registration (whether by the Company, the Holder, or other holders of the Company’s securities pursuant to any other rights granted by the Company to demand inclusion of any such securities in such registration) exceeds the amount of such securities which can be successfully sold in such offering, then the Company shall be required to will include in such registration the underwriting only that number amount of Registrable Shares that securities requested to be included which in the managing underwriter believes may opinion of such underwriters can be sold without causing such adverse effect. If sold, in the number following order (A) first, all of Registrable Shares the securities the Company proposes to sell, and (B) second, any other securities requested to be included in such registration, pro rata among the underwriting holders thereof on the basis of the amount of such securities then owned by such holders. (c) If an Incidental Registration is a secondary registration on behalf of holders of securities of the Company and is in accordance connection with an underwritten public offering, and if the foregoing is less than managing underwriters advise the total number Company in writing that in their opinion the amount of shares which the Holders of Registrable Shares have securities requested to be includedincluded in such registration (whether by such holders, then by the Company may include all Holder, or by holders of the Company’s securities proposed pursuant to be registered any other rights granted by the Company to demand inclusion of securities in such registration) exceeds the amount of such securities which can be sold for its own account; providedin such offering, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from will include in, such registration the underwriting (including amount of securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registeredincluded which in the opinion of such underwriters can be sold, in the excess shall following order (A) first, all of the securities requested to be allocated among included by holders demanding or requesting such registration, and (B) second, any other requesting Holders securities requested to be included in such registration, pro rata based upon their total ownership among the holders thereof on the basis of Registrable Sharesthe amount of such securities then owned by such holders. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever If the Company proposes to file register any shares of Common Stock for Public Sale pursuant to an underwritten offering under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person) it will give prompt written notice (a "Registration Statement (other than a registration relating solely Notice") to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon so. Upon the written request of any Holder (a Holder or Holders given "Requesting Holder") delivered to the Company within twenty fifteen (2015) days Business Days after the Company provides receipt of a Registration Notice, which request shall specify the number of Registrable Securities intended to be disposed of by such noticeRequesting Holder, the Company shall use its reasonable efforts to cause all include the Shares specified in the request of such Requesting Holder in the registration statement; provided, however, the Registrable Shares which the Company has been Securities requested by such Requesting Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with Registration Statement shall have an aggregate fair market value of $5,000,000 during the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested Initial Period or $7,500,000 thereafter. The Company will not be required to be included, then effect any registration pursuant to this Section 3 if the Company may include all securities proposed shall have been advised in writing (with a copy to be registered each Requesting Holder) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the public offering of securities that, in such firm's opinion, a registration at that time of additional securities would materially and adversely affect the offering, in which case in the discretion of the Company, either: (i) the Registrable Securities of the Requesting Holders shall nevertheless be sold included in such Registration Statement subject to the condition that the Requesting Holders may not offer or sell their Registrable Securities included therein for its own accounta period of at least 90 days after the initial effective date of such Registration Statement, or (ii) if the Company should reasonably determine that the inclusion of such Registrable Securities, notwithstanding the provisions of the preceding clause (i), would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Registrable Securities of the Requesting Holders, then (x) the number of Registrable Securities of the Requesting Holders included in such Registration Statement shall be reduced, if the Company recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Requesting Holders shall be included in such Registration Statement, if the Company recommends the inclusion of none of such Registrable Securities; provided, however, that if Registrable Securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Shares securities intended to be offered by the Requesting Holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company). Notwithstanding the foregoing, Holder shall only have the right to deliver one Registration Notice during any calendar year; provided, however, that during the period five (5) years from the Effective Date hereof Holder shall not be reduced unless all other securities deliver more than four (4) Registration Notices in the aggregate. With respect to any proposed sale by the Holder of Registrable Securities pursuant to this Section 3 the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders shall pay all Registration Expenses. No registration of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering Securities effected under this Section C involving an underwriting 3 shall (together with relieve the Company of its obligation to effect registrations of Registrable Securities pursuant to Section 2. The rights of the Holder under this Section 3 are solely incidental in nature, and nothing in this Section 3 shall prevent the Company from reversing a decision to file a Registration Statement pursuant to this Section 3 or from withdrawing any such Registration Statement before it has become effective. The incidental registration rights granted pursuant to this Section 3 shall not apply to (a) a registration relating to employee or director stock option, purchase or other shareholdersemployee benefit plans, if any, of securities distributing their shares through such underwriting(b) enter into an underwriting agreement in customary form with the underwriter a registration related to a dividend reinvestment or underwriters selected for the underwritingshare purchase plan or (c) a registration on Form S-4 or Form S-8.

Incidental Registration. (i) Whenever If the Company proposes to file a Registration Statement at any time (other than a registration relating solely pursuant to Section 4 or Section 6), proposes to register any of its securities under the Securities Act for sale to the sale public, whether for its own account or for the account of securities other security holders or both (except with respect to participants in a Company stock registration statements on Forms ▇-▇, ▇-▇ or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any another form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of available for registering the Registrable SharesSecurities for sale to the public), or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any each such time and from time to time, it will, prior to such filing, will give written notice to all Holders holders of outstanding Registrable Securities (including, solely for purpose of this Section 5, the Founder) of its intention so to do so and, upon do. Upon the written request of a Holder or Holders given any such holder, received by the Company within twenty thirty (2030) days after the Company provides giving of any such noticenotice by the Company, to register any of its Registrable Securities, the Company shall will use its reasonable best efforts to cause all the Registrable Shares Securities as to which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company registration shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have been so requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Securities so registered. In the event that any registration pursuant to this Section 5 shall be, in accordance with whole or in part, an underwritten public offering of Common Stock, the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested Securities to be included, then included in such an underwriting may be reduced (pro rata among the Company may include all requesting holders based upon the number of shares of Registrable Securities owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities proposed to be registered sold by the Company to be sold for its own account; therein, provided, however, that the such number of shares of Registrable Shares Securities shall not be reduced unless all if any shares are to be included in such underwriting for the account of any person other securities of than the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders or requesting holders of Registrable Shares who have requested registration shall participate in Securities. Notwithstanding the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registeredforegoing, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership Company may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the holders of Registrable SharesSecurities. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever If the Company proposes to file a Registration Statement at any time (other than a registration relating solely pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other securityholders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale of securities to participants in a the public), each such time the Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, will give written notice to all Holders of outstanding Restricted Stock of its intention to do so and, upon so. Upon the written request of a any such Holder or Holders given within twenty (20) days after received by the Company provides within 30 days of the giving of any such noticenotice by the Company to register any of such Holder's Restricted Stock (which request shall state the intended method of disposition thereof), the Company shall will use its reasonable best efforts to cause all Registrable Shares the Restricted Stock as to which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company registration shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have been so requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Holder (in accordance with such Holder's written request) of such Restricted Stock so registered. In the foregoing is less than event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the total number of shares which the Holders of Registrable Shares have requested Restricted Stock to be included, then included in such an underwriting may be reduced if and to the Company may include all extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities proposed to be registered sold by the Company to be sold for its own account; or the requesting party therein or that such reduction is otherwise advisable, provided, however, that after any shares to be sold by holders that do not have contractual rights to have shares included in such registration have been excluded, shares to be sold by the number Holders shall be excluded in such manner that the shares to be excluded shall first be the shares of Registrable Shares selling Holders and other requesting holders who, in each case, are not Affiliate Holders and whose shares are then saleable under Rule 144(e) or Rule 144(k) under the Securities Act and then pro rata among them, and if further reduction is necessary, shall not next be reduced unless all other securities pro rata among the remaining shares of the Company selling Holders and other requesting holders who are first excluded from Affiliate Holders or whose shares are not then saleable under Rule 144(e) or Rule 144(k), unless such registration is pursuant to the underwriting (including securities held by employeesexercise of a demand right of another securityholder, officers and directors) and the Holders of Registrable Shares who have requested registration in which event such securityholder shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more all shares it desires to have so included before any shares of Restricted Stock or shares of any other holder are included therein and provided, however, that, notwithstanding anything in this Agreement to the contrary, in respect of the first underwritten public offering following the date of this Agreement, no reduction shall reduce the number of shares which may be sold by requesting Holders to less than such Holder requested 25% of the shares to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Sharessold in such offering. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever If the Company proposes to file a Registration Statement at any time (other than a registration relating solely pursuant to Section 3 or Section 5) proposes to register any of its securities under the Securities Act for sale to the sale public, whether for its own account or for the account of securities other security holders or both (except with respect to participants in a Company stock registration statements on Forms ▇-▇, ▇-▇ or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any another form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of available for registering the Registrable SharesShares for sale to the public), or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any each such time and from time to time, it will, prior to such filing, will give written notice to all Holders holders of outstanding Registrable Shares of its intention so to do so and, upon do. Upon the written request of a Holder or Holders given any such holder, received by the Company within twenty (20) 30 days after the Company provides giving of any such noticenotice by the Company, to register any of its Registrable Shares, the Company shall will use its commercially reasonable efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders as to which registration shall have been so requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Shares so registered. In the event that any registration pursuant to this Section 4 shall be, in accordance with whole or in part, an underwritten public offering of Common Stock, the foregoing is less than the total number of shares which the Holders of (including Registrable Shares have requested Shares) to be includedincluded in such underwriting may be reduced, then if and to the Company may include all extent that the managing underwriter is of the opinion that such inclusion would adversely affect the marketing of the securities proposed to be registered sold by the Company to be sold for its own accounttherein; provided, however, that any such reductions shall be made only in the following manner: first, those shares that are not Registrable Shares (excluding those shares that the Company has proposed to be registered) may be removed from the underwriting to the extent necessary to satisfy such marketing limitation; second, if additional shares need to be removed from the underwriting to satisfy such marketing limitation, then Registrable Shares resulting from the conversion of shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (including Warrant Exercise Shares) may be removed from the underwriting (pro rata based on the number of such shares that had been designated for inclusion in the underwriting by each holder thereof) to the extent necessary to satisfy such marketing limitation ;and third, , if additional shares need to be removed from the underwriting to satisfy such marketing limitation, then those shares that the Company has proposed to be registered may be removed from the underwriting to the extent necessary to satisfy such marketing limitation; and further provided, however, that in no event may fewer than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrable Shares unless the managing underwriter shall in good faith advise the holders thereof proposing to distribute their securities through such underwriting that such level of participation would, in its opinion, materially adversely affect the offering price or its ability to complete the offering and shall specify the number of Registrable Shares shall not which, in its opinion, can be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate included in the registration and underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than without such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Sharesan effect. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. If at any time the Company determines that it shall file a registration statement under the Securities Act (iother than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s employee benefit plans) Whenever on any form that would also permit the registration of the Registrable Shares and such filing is to be on behalf of the Company and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, the Company shall each such time promptly give each Other Stockholder written notice of such determination setting forth the date on which the Company proposes to file a Registration Statement such registration statement, which date shall be no earlier than thirty (other than a registration relating solely 30) days from the date of such notice, and advising each Other Stockholder of its right to have such Other Stockholder’s Registrable Shares included in such registration; provided that the sale of securities Other Stockholders shall not have any right to participants have their Registrable Shares included in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 the initial public offering of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Company if no other Stockholder has its Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do Shares so and, upon included. Upon the written request of a Holder or Holders given within twenty any Other Stockholder received by the Company no later than fifteen (2015) days after the Company provides such date of the Company’s notice, the Company shall use its all reasonable efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that Act all of the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by itthat each Other Stockholder has so requested to be registered. If, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter (or, in the registration case of alla non-underwritten offering, as reasonably determined by the Board and communicated in writing to the Stockholders), the total amount of such securities to be so registered, including such Registrable Shares, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or part of, (ii) without otherwise materially and adversely affecting the Registrable Shares that the Holders have requested to be included would adversely affect such public entire offering, then the Company shall be required entitled to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If reduce the number of Registrable Shares to be included sold in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered offering by the Company to be sold for its own account; providedOther Stockholders, however, that the number of Registrable Shares shall not be reduced unless all and any other securities stockholders of the Company are first excluded from exercising incidental registrations rights similar to those set forth herein, to that number which in the underwriting written opinion of the managing underwriter (or, in the case of a non-underwritten offering, as reasonably determined by the Board and communicated in writing to the Other Stockholders) would permit all such securities (including securities Shares held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock any other stockholder of the Company. If any Holder would thus be entitled Company who proposes to include more shares than exercise such Holder requested incidental registration rights) to be registered, the excess so marketed. Such reduction shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. the Other Stockholders in proportion (iiias nearly as practicable) All Holders to the amount of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with owned by each such Other Stockholder and the number of Shares owned by any other stockholders of the Company and which are sought to be included in the registration statement by such other shareholdersstockholders of the Company, if any, all measured at the time of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with filing the underwriter or underwriters selected for the underwritingregistration statement.

Incidental Registration. (i) Whenever If the Company proposes to file a Registration Statement shall at any time propose for itself or any other person the registration under the Act of any Offering (other than any Offering in connection with any employee benefit plan or a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in registered by means of a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon the written request of a Holder or Holders given within twenty (20) days after the Company provides such noticeon Form S-4), the Company shall use its reasonable efforts give notice of such proposed registration to cause all Registrable Shares which Holders. Upon receipt of such notice, each Holder may elect to participate in such Offering. To make such election, any such Holder must give notice to the Company has been requested by of such Holder's election and the number of Registrable Securities that such Holder or Holders wishes to register to be registered under sell in such Offering within fifteen (15) days of the Securities Act; provided day that the Company shall have gave notice of such Offering. Subject to the right to postpone or withdraw any registration effected pursuant to provisions of the last sentence of this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting2, the Company shall not be required to include any Registrable Shares in such Offering such Registrable Securities and shall cause the managing underwriter or sole underwriter of such Offering, if any, to enter into an underwriting unless agreement that will have all such electing Holders as parties thereto. The rights provided in this Section 2 are available to any Holder even though such Holder may be free at the Holders thereof accept the terms time to sell all of the underwriting as agreed upon between Registrable Securities of such Holder with respect to which registration is requested in accordance with Rule 144 (or any similar rule or regulation) under the Company and Act. If the underwriters selected by it, and then only in such quantity, managing underwriter or sole underwriter of any Offering subject to the restrictions set forth below, as will not, in the written opinion provisions of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that this Section 2 advises the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include participating therein in the underwriting only writing that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If marketing factors require a limitation on the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock to be underwritten in such Offering, then the number of shares of Common Stock that may be included in such Offering shall be allocated as follows: (i) all shares of Common Stock to be sold for the account of the Company. If any Holder would thus Company shall be entitled included; and (ii) the remaining shares of Common Stock that may be sold pursuant to include more shares than the advice of such Holder requested to be registered, the excess managing underwriter shall be allocated among other requesting all Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholderspersons participating in such Offering in proportion, if anyas nearly as practicable, to the respective numbers of securities distributing their shares through of Common Stock held by or issuable to all such underwriting) enter into an underwriting agreement in customary form with persons at the underwriter or underwriters selected time of the filing of the registration statement for the underwritingsuch Offering.

Incidental Registration. (i) Whenever Each time the Company proposes shall determine to file proceed with the actual preparation and filing of a Registration Statement registration statement under the Act in connection with the proposed offer and sale for money of any of its Common Stock by it or any of its security holders (other than a registration relating solely to statement on From S-4 or S-8) or any other successor forms prescribed by the sale of securities to participants in a commission, the Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, will give written notice of its determination to all Holders of its intention to do so and, upon Shares and Registrable Securities. Upon the written request of a Holder or Holders of any Shares and Registrable Securities given within twenty fifteen (2015) days after receipt of any such notice from the Company provides such noticeCompany, the Company shall use its reasonable efforts to will, except as herein provided, cause all such Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwritingSecurities, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by itwhich have so requested registration thereof, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in such registration statement, all to the underwriting in accordance with extent requisite to permit the foregoing is less than sale or other disposition by the total number prospective seller or sellers of shares which the Holders of Registrable Shares have requested Securities to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own accountso registered; provided, however, that (a) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (b) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Registrable Shares shall not Securities otherwise to be included in the underwritten public offering may be reduced unless all other pro rata among the Holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities of the Company which are first thus excluded from the underwriting (including securities held underwritten public offering, and any other Common Stock owned by employeessuch Holders, officers and directors) and shall be withheld from the market by the Holders of Registrable Shares who have requested registration shall participate thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Sharesunderwritten public offering. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever Each time the Company proposes shall determine to file a Registration Statement (other than a registration relating solely to proceed with the sale actual preparation and filing of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering under the Securities Act in connection with the proposed offer and sale for money of the Registrable Shares, or a registration in which the only any of its Common Stock being registered is Common Stock issuable upon conversion by it or any of debt securities that are also being registeredits security holders, at any time and from time to time, it will, prior to such filing, the Company will give written notice of its determination to all Holders record holders of its intention to do so and, upon Warrant Shares. Upon the written request of a Holder or Holders record holder of any Warrant Shares given within twenty fifteen (2015) days after receipt of any such notice from the Company provides such noticeCompany, the Company shall use its reasonable efforts to will, except as herein provided, cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwritingWarrant Shares, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms record holders of the underwriting as agreed upon between the Company and the underwriters selected by itwhich have so requested registration thereof, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in such registration statement, all to the underwriting in accordance with extent requisite to permit the foregoing is less than sale or other disposition by the total number prospective seller or sellers of shares which the Holders of Registrable Warrant Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own accountso registered; provided, however, that (a) all such Warrant Shares to be so registered shall be converted into Common Stock prior to sale pursuant to such registration statement; (b) nothing herein shall prevent the Company from, at any time, abandoning or delaying any such registration initiated by it; and (c) if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that the Warrant Shares requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Warrant Shares originally covered by a request for registration would reduce the number of Registrable shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Warrant Shares shall not otherwise to be included in the underwritten public offering may be reduced unless all other pro rata among the holders thereof requesting such registration to a number that the managing underwriter believes will not adversely affect the sale of shares by the Company. Those securities of the Company which are first thus excluded from the underwriting (including securities held by employeesunderwritten public offering, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of any other Common Stock of the Company. If any Holder would thus be entitled to include more shares than owned by such Holder requested to be registeredholders, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shareswithheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders Stockholders of its intention to do so and, upon the written request of a Holder Stockholder or Holders Stockholders, given within twenty ten (2010) business days after the date that the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder Stockholder or Holders Stockholders to register register, to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 2.2 without obligation to any Holder other than pursuant to Section E.Stockholder. (iib) In connection with any offering registration under this Section C 2.2 involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting registration unless the Holders holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing Table of Contents underwriter it is desirable because of marketing factors to limit the registration number of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public in the offering, then the Company shall be required to include in the underwriting registration only that number of Registrable Shares that Shares, if any, which the managing underwriter believes may should be sold without causing such adverse effectincluded therein; provided, however, that no persons or entities other than the Company, the Stockholders and other persons or entities holding registration rights shall be permitted to include securities in the offering. If the number of Registrable Shares to be included in the underwriting offering in accordance with the foregoing is less than the total number of shares which the Holders holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders holders of Registrable Shares who have requested registration and other holders of securities entitled to include them in such registration shall participate in the underwriting registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the conversion into Common Stock of the Companyall securities convertible thereinto). If any Holder holder would thus be entitled to include more shares securities than such Holder holder requested to be registered, the excess shall be allocated among other requesting Holders holders pro rata based upon their total ownership of Registrable Sharesin the manner described in the preceding sentence. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever If the Company proposes to file a Registration Statement at any time (other than a registration relating solely pursuant to Section 10 hereof) proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Option Shares for sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to timepublic), it will, prior to such filing, will give written notice at such time to all Holders you of its intention to do so andso. Upon your written request, upon the written request of a Holder or Holders given within twenty (20) 30 days after receipt of any such notice by the Company provides Company, to register any of the Option Shares that you have purchased, or will purchase on or before the effective date of such noticeregistration statement, pursuant to the exercise of the Option (which request shall state the intended method of disposition thereof), the Company shall will use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Option Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested securities to be included, then covered by the Company may include all securities registration statement proposed to be registered filed by the Company, all to the extent requisite to permit the sale or other disposition by you of the Option Shares so registered. In the event that any registration pursuant to this Section 11 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by you pursuant to this Section 11 to register Option Shares shall specify that either (i) such Option Shares are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration; or (ii) such Option Shares are to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of Option Shares to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein by the Company or other security holders of the Company. Notwithstanding anything to be sold for its own accountthe contrary contained in this Section 11, in the event that there is a firm commitment underwritten public offering of securities of the Company pursuant to a registration covering Option Shares and you do not elect to sell any Option Shares to the underwriters of the Company's securities in connection with such offering, you agree to refrain from selling any Option Shares during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employeesyou shall, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus event, be entitled to include more shares than sell Option Shares commencing on the 150th day after the effective date of such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Sharesregistration statement. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders Stockholders of its intention to do so andso; provided, upon that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.1(b). Upon the written request of a Holder Stockholder or Holders Stockholders given within twenty (20) 20 days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder Stockholder or Holders Stockholders to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 2.1 without obligation to any Holder other than Stockholder. (b) If the registration for which the Company gives notice pursuant to Section E. (ii2.1(a) In connection with any is a registered public offering under this Section C involving an underwriting, the Company shall not be required so advise the Stockholders as a part of the written notice given pursuant to Section 2.1(a). In such event, the right of any Stockholder to include any its Registrable Shares in such registration pursuant to Section 2.1 shall be conditioned upon such Stockholder's participation in such underwriting unless the Holders thereof accept on the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Companyherein. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares Stockholders proposing to distribute their securities in an offering under this Section C involving an through such underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company, provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.4. Notwithstanding any other provision of this Section 2.1, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.1(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw there from by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Incidental Registration. Commencing immediately after the date of Closing (ias defined in the Investor Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) Whenever on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file a Registration Statement such registration statement, which date shall be no earlier than thirty (other than a registration relating solely 30) days from the date of such notice, and advising each Holder of its right to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be have Registrable Stock included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon registration. Upon the written request of a any Holder or Holders given within received by the Company no later than twenty (20) days after the Company provides such date of the Company's notice, the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms 1933 Act all of the underwriting as agreed upon between the Company and the underwriters selected by itRegistrable Stock that each such Holder has so requested to be registered. If, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter or underwriters (or, in the registration case of alla non-underwritten offering, in the written opinion of the placement agent, or part ofif there is none, the Registrable Shares that Company), the Holders have requested total amount of such securities to be included would so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affect such public affecting the entire offering, then the Company amount of Registrable Stock to be offered for the accounts of Holders shall be required reduced pro rata to include in the underwriting only that number extent necessary to reduce the total amount of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares securities to be included in such offering to the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own accountrecommended amount; provided, howeverthat if securities are being offered for the account of other Persons as well as the Company, that such reduction shall not represent a greater fraction of the number of Registrable Shares shall not securities intended to be reduced unless all offered by Holders than the fraction of similar reductions imposed on such other securities of Persons other than the Company are first excluded from over the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, amount of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwritingthey intended to offer.

Incidental Registration. (i) Whenever If the Company proposes to file a Registration Statement at any time (other than a registration relating solely pursuant to Section 4.1 or Section 4.3) proposes to register any of its securities under the Securities Act for sale to the sale public, whether for its own account or for the account of securities other security holders or both (except with respect to participants in a Company stock registration statements on Forms ▇-▇, ▇-▇ or equity compensation plan, a registration relating any successor to a corporate reorganization such forms or other transaction under Rule 145 of the Securities Act, a registration on any another form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of available for registering the Registrable SharesSecurities for sale to the public), or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any each such time and from time to time, it will, prior to such filing, will promptly give written notice to all Holders holders of the Registrable Securities of its intention so to do so and, upon do. Upon the written request of a Holder or Holders given any such holder received by the Company within twenty thirty (2030) days after the giving of any such notice by the Company provides such notice(provided that at least one Major Investor elects to register any or all of its Registrable Securities), to register any or all of its Registrable Securities, the Company shall will use its reasonable best efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Shares Securities so registered. If the registration of which the Company has been requested by such Holder or Holders to register to be gives notice is for a registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any public offering under this Section C involving an underwriting, the Company shall not so advise the holders of Registrable Securities as a part of the written notice given pursuant to this Section 4.2. In such event the right of any holder of Registrable Securities to registration pursuant to this Section 4.2 shall be required to include any Registrable Shares conditioned upon such holder’s participation in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Companyextent provided herein. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number All holders of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares Securities proposing to distribute their securities in an offering under this Section C involving an through such underwriting shall (together with the Company and other shareholders, if any, of securities the Other Shareholders distributing their shares securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 4.2, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the Company shall so advise all holders of securities requesting registration of any limitations on the number of shares to be underwritten, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated (i) first to the Company with respect to shares of Common Stock being sold for its own account; (ii) second, to holders of Registrable Securities requesting registration in proportion, as nearly as practicable, to the respective amounts of securities owned by them and (iii) then, to the Other Shareholders requesting registration in proportion, as nearly as practicable, to the respective amounts of securities owned by them. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 4.2 without thereby incurring any liability to the holders of Registrable Securities. If any holder of Registrable Securities disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Incidental Registration. (ia) Whenever If, at any time after the Company proposes Demand Date, Parent, for its own account or upon the request of any Initiating Stockholder(s), determines to file proceed with the preparation and filing of a Registration Statement registration statement under the Securities Act in connection with the proposed offer and sale of Common Stock (other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation planstatement on Form ▇-▇, a registration relating to a corporate reorganization ▇-▇, or other transaction under Rule 145 of the Securities Actlimited purpose form), a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, Parent will give written notice of such determination to all Holders of its intention to do so and, upon the Stockholders. Upon written request of a Holder or Holders any Stockholder given within twenty (20) days 10 Business Days after the Company provides receipt of any such noticenotice from Parent, the Company shall use its reasonable efforts to Parent will, except as herein provided, cause all Registrable Shares held by such Stockholder which the Company has have been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested registration to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own accountincluded in such registration statement; provided, however, that nothing herein shall prevent Parent from, at any time, abandoning or delaying any registration. (b) If any Public Offering pursuant to this Section 5.2 shall be underwritten on a firm commitment basis, in whole or in part, Parent may require that the Common Stock requested for inclusion pursuant to this Section 5.2 be included in such Public Offering on the same terms and conditions as the securities otherwise being sold through the underwriters. If, upon the written advice of the managing underwriter of such Public Offering, the number of securities requested to be included in such registration (including securities of Parent which are not Registrable Shares) exceeds the maximum number of securities which can be sold in such offering without having an adverse effect on the offering of securities (including the price at which such securities could be offered), Parent will include in such registration such maximum number of shares of Common Stock as follows: (A) if such registration has been initiated by one or more Initiating Stockholders, in the manner provided in Section 5.1(c); or (B) if such registration has been initiated by Parent, then (i) first, the shares of Common Stock Parent proposes to sell for its own account and (ii) second, the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registeredincluded in such registration by the Stockholders and any other holders of Capital Stock having equivalent rights under similar agreements, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together accordance with the Company number of shares requested to be registered by such Stockholders and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwritingPersons.

Incidental Registration. In connection with any Public Offering of Company's securities, Holder will have the right to require Company to include all or (iat Holder's election) Whenever any portion of the Warrant Shares purchasable upon exercise of any such Warrants. Notwithstanding the foregoing, if the underwriters shall advise Company proposes to file a Registration Statement in writing that, in their experience and professional opinion arrived at in good faith based upon existing market conditions, inclusion of such number of Warrant Shares (together with the shares of Capital Stock requested for registration by any other than a registration relating solely to selling equityholders) will adversely affect the sale price or distribution of the securities to participants be offered in a Company stock or equity compensation plansuch Public Offering solely for the account of Company, a registration relating then Holder will have the right to a corporate reorganization or other transaction under Rule 145 include only such number of Warrant Shares that such advice by the underwriters indicates may be distributed without adversely affecting the distribution of the Securities Act, a registration on securities solely for Company's account. As between Holder and any form that does not include substantially the same information as would be required other holders of Capital Stock requesting to be included in a registration statement covering the sale of the Registrable Sharessuch Public Offering, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon the written request of a Holder or Holders given within twenty (20) days after the Company provides such notice, the Company shall use its reasonable efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, availability for inclusion in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect for such public offering, then the Company Public Offering shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than allocated pro rata based upon the total number of shares which the Holders of Registrable Shares have requested Capital Stock owned or purchasable. In connection with an underwritten Public Offering, provided that all other holders of equity interests of Company are subject to be includedidentical (or more restrictive) restrictions with respect to their equity interests, then Holder will agree to refrain from selling or otherwise transferring (other than to a Holder-Affiliated Transferee) any Warrant Shares not included in such Public Offering for a period of time (not to exceed 90 calendar days after the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities effective date of the registration statement for such Public Offering) as may be appropriate under the circumstances and reasonably requested by Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than underwriters for such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Sharesoffering. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely Registration Statement filed pursuant to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Holders Purchasers of its intention to do so and, upon so. Upon the written request of a Holder Purchaser or Holders Purchasers given within twenty (20) 20 days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder Purchaser or Holders Purchasers to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Purchaser or Purchasers; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 2.2 without obligation to any Holder other than Purchaser. (b) If the registration for which the Company gives notice pursuant to Section E. (ii2.2(a) In connection with any is a registered public offering under this Section C involving an underwriting, the Company shall not be required so advise the Purchasers as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the right of any Purchaser to include any its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Purchaser’s participation in such underwriting unless the Holders thereof accept on the terms of set forth herein and (ii) all Purchasers including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Purchasers materially greater than the obligations of the Purchasers pursuant to Section 2.5. If any Purchaser who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the shares held by holders other than Purchasers and Other Holders shall be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, if a further reduction of the number of shares is required, the number of shares that may be included in such Registration Statement and underwriting shall be allocated among all Purchasers and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) held by them on the date the Company gives the notice specified in Section 2.2(a); provided, further, that, unless such registration is in connection with the Company’s Initial Public Offering, the number of Registrable Shares permitted to be included therein shall not in any event be reduced unless all other securities at least 50% of the Company are first excluded from the underwriting securities included therein (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Companyon aggregate market values). If any Purchaser or Other Holder would thus be entitled to include more shares than such Holder holder requested to be registered, the excess shall be allocated among other requesting Purchasers and Other Holders pro rata based upon their total ownership of Registrable Sharesin the manner described in the preceding sentence. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (ia) Whenever If the Company proposes to file a Registration Statement (other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time proposes to register any of its securities under the Act, whether of its own accord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and from time if the form of registration statement proposed to timebe used may be used for the registration of Registerable Securities, it will, the Company will give notice to the Holder not less than 10 days nor more than 30 days prior to the filing of such filing, give written notice to all Holders registration statement of its intention to do so proceed with the proposed registration (the “Incidental Registration”), and, upon the written request of a to the Company by the Holder or Holders given made within twenty ten (2010) days after the Company provides receipt of any such noticenotice (which request will specify the Registerable Securities intended to be disposed of by the Holder and state the intended method of disposition thereof), the Company shall will use its reasonable best efforts to cause all Registrable Shares 20% of the Registerable Securities of Holder as to which the Company registration has been requested by such Holder or Holders to register to be registered under the Securities Act; , provided that if such registration is in connection with an underwritten public offering, Holder’s Registerable Securities to be included in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything contained in this Section 1.2 to the contrary, the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without no obligation to cause Registerable Securities to be registered with respect to any Holder other than pursuant to Section E.Registerable Securities which shall be eligible for resale under Rule 144 of the Securities Act. (iib) In connection with any offering under this Section C involving If an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms Incidental Registration is a primary registration on behalf of the underwriting as agreed upon between the Company and the underwriters selected by itis in connection with an underwritten public offering, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of if the managing underwriter underwriters in good-faith advise the registration Company in writing that in their opinion the amount of all, or part of, the Registrable Shares that the Holders have securities requested to be included would adversely affect in such public registration (whether by the Company, the Holder, or other holders of the Company’s securities pursuant to any other rights granted by the Company to demand inclusion of any such securities in such registration) exceeds the amount of such securities which can be successfully sold in such offering, then the Company shall be required to will include in such registration the underwriting only that number amount of Registrable Shares that securities requested to be included which in the managing underwriter believes may opinion of such underwriters can be sold without causing such adverse effect. If sold, in the number following order (A) first, all of Registrable Shares the securities the Company proposes to sell, and (B) second, any other securities requested to be included in such registration, pro rata among the underwriting holders thereof on the basis of the amount of such securities then owned by such holders. (c) If an Incidental Registration is a secondary registration on behalf of holders of securities of the Company and is in accordance connection with an underwritten public offering, and if the foregoing is less than managing underwriters in good-faith advise the total number Company in writing that in their opinion the amount of shares which the Holders of Registrable Shares have securities requested to be includedincluded in such registration (whether by such holders, then by the Company may include all Holder, or by holders of the Company’s securities proposed pursuant to be registered any other rights granted by the Company to demand inclusion of securities in such registration) exceeds the amount of such securities which can be sold for its own account; providedin such offering, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from will include in, such registration the underwriting (including amount of securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registeredincluded which in the opinion of such underwriters can be sold, in the excess shall following order (A) first, all of the securities requested to be allocated among included by holders demanding or requesting such registration, and (B) second, any other requesting Holders securities requested to be included in such registration, pro rata based upon their total ownership among the holders thereof on the basis of Registrable Sharesthe amount of such securities then owned by such holders. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely Registration Statement filed pursuant to the sale of securities to participants Section 2.1 or in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredconnection with its Initial Public Offering), at any time and from time to time, it will, prior to such filing, give written notice to all Holders Stockholders of its intention to do so andso; provided, upon however, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Holder Stockholder or Holders Stockholders, given within twenty (20) 20 days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares or Common Stock, as applicable), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder Stockholder or Holders to register Stockholders to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in such request; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 2.2 without obligation to any Holder other than Stockholder. (b) If the registration for which the Company gives notice pursuant to Section E. (ii2.2(a) In connection with any is a registered public offering under this Section C involving an underwriting, the Company shall not be required so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include any its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting unless the Holders thereof accept on the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Companyherein. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares Stockholders proposing to distribute their securities in an offering under this Section C involving an through such underwriting shall (together with the Company Company, Other Holders, and other shareholders, if any, of securities any officers or directors distributing their shares securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gave the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of 662/3% of the Registrable Shares, which approval will not be unreasonably withheld.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration Statement, including, but not limited to, Registration Statements relating solely to the sale secondary offerings of securities of the Company, but, in any case, excluding Registration Statements pursuant to participants in a Company stock or equity compensation plan, a registration Section 4.4 and those relating to a employee benefit plans or with respect to corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredreorganizations, at any time and from time to time, it will, at least thirty (30) calendar days prior to such filing, give written notice to all Holders Shareholders of its intention to do so and, upon the written request of a Holder Shareholder or Holders Shareholders given within twenty (20) calendar days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable efforts to cause all Registrable Shares which that the Company has been requested by such Holder Shareholder or Holders Shareholders to register or to be registered under Applicable Law to the Securities Act; extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Shareholder or Shareholders, provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 4.5, without having any obligation to any Holder other than pursuant to Section E.Shareholder. (iib) In connection with any offering under this Section C 4.5 involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, quantity as will not, in the written good faith opinion of the underwriters, jeopardize the success of the offering by the Company. If If, in the written opinion of the managing underwriter underwriter, the registration of all, or part of, the Registrable Shares that the Holders holders have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares Shares, if any, that the managing underwriter in good faith believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which that the Holders holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Shareholders holding Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock common stock of the CompanyCompany (giving effect to the conversion into common stock of all securities convertible thereinto). If any Holder holder would thus be entitled to include more shares than such Holder holder requested to be registered, the excess shall be allocated among other requesting Holders holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever 3.1 At any time after the IPO, if the Company proposes to file a Registration Statement register any of its stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than a registration relating solely statements pursuant to the sale of securities to participants in a Company stock Section 2 above or equity compensation plan, a registration relating to a employee benefit plans or with respect to corporate reorganization or other transaction transactions under Rule 145 of the Securities Act), a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredCompany shall, at any time and from time to such time, it will, prior to such filing, promptly give the Holders written notice to all Holders of its intention to do so and, upon such registration. Upon the written request of a Holder or Holders given within twenty (20) days after receipt of such notice from the Company provides such noticein accordance with the notice provision of this Agreement, the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Act all of the Registrable Securities Act; provided that such Holder has requested to be registered. In the event the Company shall have grant to any shareholder the right to postpone or withdraw any registration effected register securities immediately upon the IPO of the Company, then the rights of the Holders pursuant to this Section C without obligation 3 shall be adjusted accordingly, and the Holders shall be entitled to any Holder other than register Registrable Securities pursuant to this Section E.3 immediately upon IPO. (ii) 3.2 In connection with any offering under this Section C involving an underwritingunderwriting of shares of the Company’s capital stock, the Company shall not be required under Section 3 to include any Registrable Shares of a Holder’s securities in such underwriting unless the Holder (i) agrees to the sale of (including any restriction on the sale of) its securities on the basis provided in any customary underwriting arrangements, including customary lock-up periods as required by (x) the underwriters with respect to any shares, provided such period shall not exceed the period of 180 days in respect of the IPO and 90 days in respect of any other offering (provided that in such other offering at least 23% of the securities included in such registration are Registrable Securities requested to be included by the Holders), and provided that all senior employees, shareholders and management are subject to such lock-up period unless the Holders thereof accept of the majority of the Registrable Securities requested to be registered therein agree in writing to waive such pre-condition or (y) applicable law, or (z) stock exchanges; and (ii) provides any relevant information reasonably requested and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, all reasonably requested, and other documents reasonably requested, that are required under the terms of the such underwriting as agreed upon between the Company and the underwriters selected by it, arrangements and then only in such quantity, subject to quantity as the restrictions set forth below, as will notunderwriters determine, in the written opinion of the underwriterstheir sole discretion, jeopardize will not materially and adversely effect the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares such underwriters determine that the Holders have total amount of securities, including Registrable Securities, requested by a Holder to be included would in such offering could materially adversely affect the success of such public offering, then the Company shall be required to include in the underwriting such offering only that number of such securities, including Registrable Shares that Securities, which the managing underwriter believes may underwriters determine in their sole discretion will not materially adversely affect the success of the offering, provided the Company will include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be sold without causing included in such adverse effect. If registration, pro rata among the Holders of such Registrable Securities on the basis of the number of Registrable Shares Securities owned by each holder of Registrable Securities participating in such offering,; provided that in any event the Holders shall be entitled to register at least 23% of the securities to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Sharesregistration. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (ia) Whenever the Company or any investor with demand registration rights proposes to file a Registration Statement (other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it the Company will, prior to such filing, give written notice to all Holders Shareholders of its the intention to do so and, upon so. Upon the written request from Shareholders holding in the aggregate at least 40% of a Holder or Holders the Registrable Shares then outstanding given within twenty (20) ten days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders Shareholders to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Shareholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 2.1 without obligation to any Holder Shareholder if the Company furnishes to such Shareholders requesting a registration pursuant to this Section 2.1 a certificate signed by the company’s chief executive officer stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective; provided, however, that the Company may not invoke such right to postpone or withdraw any registration more than twice in any 12-month period, and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such postponement period other than an Excluded Registration. (b) If the registration for which the Company gives notice pursuant to Section E. (ii2.1(a) In connection with any is a registered public offering under this Section C involving an underwriting, the Company shall not be required so advise the Shareholders as a part of the written notice given pursuant to Section 2.1(a). In such event, the right of any Shareholder to include any its Registrable Shares in such registration pursuant to Section 2.1 shall be conditioned upon such Shareholder’s participation in such underwriting unless the Holders thereof accept on the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Companyherein. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares Shareholders proposing to distribute their securities in an offering under this Section C involving an through such underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwritingCompany) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.1, if the managing underwriter determines that marketing factors require a limitation of the number of Registrable Shares to be underwritten, the Company may limit the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The number of shares that may be included in such registration and underwriting shall be allocated among all Shareholders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.1(a). If any Shareholder would thus be entitled to include more securities than such Shareholder requested to be registered, the excess shall be allocated among other requesting Shareholders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Incidental Registration. (ia) Whenever If at any time the Company proposes to file register under the Securities Act any Common Shares whether or not for sale for its own account (and not solely in connection with a Registration Statement (sale of warrants or other rights to purchase, or securities convertible into or exchangeable for, Common Shares and other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a (x) any registration relating to a corporate reorganization any employee benefit or other transaction under Rule 145 of similar plan, any dividend reinvestment plan, or any acquisition by the Securities Act, a registration on any form that does not include substantially the same information as would be required Company or (y) pursuant to be included in a registration statement covering filed in connection with an exchange offer), the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, Company shall give written notice to all Holders the Selling Shareholder at least 20 calendar days prior to the initial filing of a registration statement with the SEC pertaining thereto (an “Incidental Registration Statement”) informing the Selling Shareholder of its intention intent to do so and, upon file such Incidental Registration Statement and of the Selling Shareholder’s right under this Section 3 to request the registration of the Registrable Securities held by the Selling Shareholder. Upon the written request of a Holder or Holders given the Selling Shareholder made within twenty (20) 10 calendar days after any such notice is received (which request shall specify the Company provides such noticeRegistrable Securities intended to be disposed of by the Selling Shareholder and the intended method of distribution thereof), the Company shall use its reasonable best efforts to cause effect the registration under the Securities Act of all Registrable Shares Securities which the Company has been so requested by such Holder or Holders to register by the Selling Shareholder, to the extent required to permit the disposition of the Registrable Securities so requested to be registered (including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Incidental Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration form under the Securities Act; provided that Act used by the Company shall have for such Incidental Registration Statement or by the right to postpone Securities Act or withdraw by any other rules and regulations thereunder). (b) If a registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving 3 involves an underwritingUnderwritten Offering and the underwriter or the managing underwriter(s), as the Company case may be, of such Underwritten Offering shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between inform the Company and the underwriters selected by it, and then only in such quantity, subject Selling Shareholder on or before the date five days prior to the restrictions set forth belowdate then scheduled for such offering, as will notthat, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part ofits opinion, the Registrable Shares that the Holders have amount of securities requested to be included would in such registration exceeds the amount which can be sold in (or during the time of) such offering within a proposed price range without adversely affect such public offeringaffecting the distribution of the securities being offered, then the Company will include in such registration only the amount of Registrable Securities and other securities that the underwriter or managing underwriter(s), as the case may be, has advised can be sold in (or during the time of) such offering within such price range; provided, however, that the Company shall be required to include in such required registration: first, all the underwriting only that number securities initially proposed to be sold pursuant to such Incidental Registration Statement by the Company (in the case of a primary offering by the Company) and second, the amount of Registrable Shares Securities and other securities requested to be included in such registration that the managing underwriter believes may Company is so advised can be sold without causing in (or during the time of) such adverse effect. If offering, allocated pro rata among the Selling Shareholder and other securityholders of the Company requesting such registration on the basis of the number of Registrable Shares Securities and other securities requested to be included by such other securityholders. (c) Nothing in this Section 3 shall create any liability on the underwriting in accordance with the foregoing is less than the total number part of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities to the Selling Shareholder if the Company in its sole discretion should decide not to file an Incidental Registration Statement proposed to be registered filed pursuant to Section 3 or to withdraw such registration statement subsequent to its filing, regardless of any action whatsoever that the Selling Shareholder may have taken, whether as a result of this issuance by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Sharesnotice hereunder or otherwise. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever the Company If Holdco at any time proposes to file on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement registration statement under the Securities Act on any form (other than a registration relating solely to the sale of statement on Form S-4 or S-8 or any successor form for securities to participants be offered in a Company stock transaction of the type referred to in Rule 145 under the Securities Act or equity compensation to employees of Holdco or any of its subsidiaries pursuant to any employee benefit plan, a respectively) for the general registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to timesecurities, it will, prior to such filing, will give written notice to all Holders at least 15 Business Days before the initial filing with the Commission of its intention to do so andsuch registration statement, upon which notice shall set forth the written request intended method of a Holder or Holders given within twenty (20) days after the Company provides such notice, the Company shall use its reasonable efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms disposition of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by Holdco. The notice shall offer to include in such filing the Company aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to be sold have Registrable Securities registered under this Section 3 shall advise Holdco in writing within 10 Business Days after the date of receipt of such offer from Holdco, setting forth the amount of such Registrable Securities for its own account; provided, however, that which registration is requested. Holdco shall thereupon include in such filing the number of shares of Registrable Shares Securities for which registration is so requested, subject to the next sentence, provided that Holdco may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed underwritten public offering shall not be reduced unless all other securities advise Holdco in writing that, in its opinion, the distribution of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder Securities requested to be registeredincluded in the registration concurrently with the securities being registered by Holdco or such demanding security holder would adversely affect the distribution of such securities by Holdco or such demanding security holder, then all selling security holders (including the excess demanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required, in the opinion of such managing underwriter, to eliminate such adverse effect. Except as otherwise provided in Section 5, all expenses of such registration shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Sharesborne by Holdco. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever Except for the IPO, if the Company proposes to file a Registration Statement at any time (other than a registration relating solely pursuant to Section 4.3 or 4.5) proposes to register any of its securities under the Securities Act for sale to the sale public, whether for its own account or for the account of securities other security holders or both (except with respect to participants in a Company stock registration statements on Forms ▇-▇, ▇-▇ or equity compensation plan, a registration relating any successor to a corporate reorganization such forms or other transaction under Rule 145 of the Securities Act, a registration on any another form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of available for registering the Registrable SharesSecurities for sale to the public), or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any each such time and from time to time, it will, prior to such filing, will promptly give written notice to all Holders holders of the Registrable Securities of its intention so to do so and, upon do. Upon the written request of a Holder or Holders given any such holder, received by the Company within twenty thirty (2030) days after the Company provides giving of any such noticenotice by the Company, to register any or all of its Registrable Securities, the Company shall will use its reasonable best efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Shares Securities so registered. If the registration of which the Company has been requested by such Holder or Holders to register to be gives notice is for a registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any public offering under this Section C involving an underwriting, the Company shall not so advise the holders of Registrable Securities as a part of the written notice given pursuant to this Section 4.4. In such event the right of any holder of Registrable Securities to registration pursuant to this Section 4.4 shall be required to include any Registrable Shares conditioned upon such holder’s participation in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Companyextent provided herein. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number All holders of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares Securities proposing to distribute their securities in an offering under this Section C involving an through such underwriting shall (together with the Company and other shareholders, if any, of securities the Other Shareholders distributing their shares securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 4.4, if the managing underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the Company shall so advise all holders of securities requesting registration of any limitations on the number of shares to be underwritten, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated (i) first to the Company with respect to shares of Common Stock being sold for its own account, (ii) second, to holders of Registrable Securities requesting registration in proportion, as nearly as practicable, to the respective amounts of securities owned by them and (iii) third, to Other Shareholders requesting registration in proportion, as nearly as practicable, to the respective amounts of securities owned by them; provided that, with respect to any registration statement declared effective during the first six months following the IPO, at least twenty-five percent (25%) of the securities included in such registration statement will be Registrable Securities. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 4.4 without thereby incurring any liability to the holders of Registrable Securities. If any holder of Registrable Securities disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Incidental Registration. (i) Whenever If the Company proposes to file a Registration Statement at any time (other than a registration relating solely pursuant to Section 2 or 3 hereof) proposes to register any of its Common Stock under the Securities Act for sale for cash only to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Restricted Stock for sale of securities to participants in a Company stock or equity compensation planthe public, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration statement on any form that does not include substantially the same information as would be required Form S-3 to be included filed by the Company to register shares of Common Stock issued in a registration statement covering the sale of the Registrable Sharesconsideration for an acquisition, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to timestatement on Form S-1 covering solely an employee benefit plan), it will, prior to such filing, will give written notice at such time to all Holders holders of outstanding Restricted Stock of its intention to do so and, upon so. Upon the written request of a Holder or Holders any such holder, given within twenty thirty (2030) days after receipt of any such notice by the Company provides such noticeCompany, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company shall will use its reasonable best efforts to cause all Registrable Shares the Restricted Stock as to which the Company has registration shall have been requested by such Holder or Holders to register so requested, to be registered under included in the Securities Actsecurities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered; provided that nothing herein shall prevent the Company shall have from abandoning or delaying any such registration at any time. In the right to postpone or withdraw event that any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any 4 shall be, in whole or in part, an underwritten public offering under this Section C involving an underwritingof Common Stock, the Company shall not be required to include any Registrable Shares Restricted Stock in such underwriting underwritten offering unless the Holders thereof accept holder shall agree to the terms and conditions of the underwriting underwritten offering as agreed upon between by the Company and the underwriters selected by it, and then only underwriters. The number of shares of Restricted Stock to be included in such quantityan underwriting may be reduced pro rata among the requesting holders of Restricted Stock, subject if and to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of extent that the managing underwriter shall be of the registration of all, or part of, the Registrable Shares opinion that the Holders have requested to be included such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. In such public offeringevent, then the Company shall be required to include in such registration, to the underwriting only that number extent of Registrable Shares the amount that the managing underwriter believes may be sold without causing such adverse effect. If , first, all of the securities to be offered for the account of the Company; second, the Restricted Stock to be offered for the account of the holders pursuant to this Section 4, pro rata based on the number of Registrable Shares shares of Restricted Stock owned by each such holder; and third, any other securities requested to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Sharesunderwritten offering. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever i. If the Company proposes to file a Registration Statement (other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time proposes to register any of its securities under the Act, whether of its own accord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and from time if the form of registration statement proposed to timebe used may be used for the registration of Registrable Securities, it will, the Company will give notice to Holder not less than 10 days nor more than 30 days prior to the filing of such filing, give written notice to all Holders registration statement of its intention to do so proceed with the proposed registration (the “Incidental Registration”), and, upon the written request of a the Holder or Holders given made within twenty ten (2010) days after the Company provides receipt of any such noticenotice (which request will specify the Registrable Securities intended to be disposed of by the Holder and state the intended method of disposition thereof), the Company shall will use its reasonable best efforts to cause all Registrable Shares Securities of Holder as to which the Company registration has been requested by such Holder or Holders to register to be registered under the Securities Act; , provided that if such registration is in connection with an underwritten public offering, Holder’s Registrable Securities to be included in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything contained in this Section 11 to the contrary, the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without no obligation to any Holder other than pursuant cause Registrable Securities to Section E. (ii) In connection be registered with any offering under this Section C involving an underwriting, the Company shall not be required respect to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms Securities which shall be eligible for resale under Rule 144(k) of the underwriting as agreed upon between Securities Act. ii. If an Incidental Registration is a primary registration on behalf of the Company and the underwriters selected by itis in connection with an underwritten public offering, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of if the managing underwriter underwriters advise the registration Company in writing that in their opinion the amount of all, or part of, the Registrable Shares that the Holders have securities requested to be included would adversely affect in such public registration (whether by the Company, the Holder, or other holders of the Company’s securities pursuant to any other rights granted by the Company to demand inclusion of any such securities in such registration) exceeds the amount of such securities which can be successfully sold in such offering, then the Company shall be required to will include in such registration the underwriting only that number amount of Registrable Shares that securities requested to be included which in the managing underwriter believes may opinion of such underwriters can be sold without causing such adverse effect. If sold, in the number following order (A) first, all of Registrable Shares the securities the Company proposes to sell, and (B) second, any other securities requested to be included in such registration, pro rata among the underwriting holders thereof on the basis of the amount of such securities then owned by such holders. iii. If an Incidental Registration is a secondary registration on behalf of holders of Securities of the Company and is in accordance connection with an underwritten public offering, and if the foregoing is less than managing underwriters advise the total number Company in writing that in their opinion the amount of shares which the Holders of Registrable Shares have Securities requested to be includedincluded in such registration (whether by such holders, then by the Company may include all Holder, or by holders of the Company’s securities proposed pursuant to be registered any other rights granted by the Company to demand inclusion of securities in such registration) exceeds the amount of such Securities which can be sold for its own account; providedin such offering, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from will include in, such registration the underwriting (including securities held by employees, officers and directors) and the Holders amount of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder Securities requested to be registeredincluded which in the opinion of such underwriters can be sold, in the excess shall following order (A) first, all of the Securities requested to be allocated among included by holders demanding or requesting such registration, and (B) second, any other requesting Holders securities requested to be included in such registration, pro rata based upon their total ownership among the holders thereof on the basis of Registrable Sharesthe amount of such securities then owned by such holders. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (ia) Whenever Each time the Company proposes shall determine to file a Registration Statement (registration statement under the Securities Act other than a registration relating solely pursuant to Section 2 hereof and other than on Form S-4 or S-8 in connection with the proposed offer and sale for money of any of its securities either for its own account or on behalf of any other security holder, the Company agrees to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give promptly written notice of its determination to all Holders of its intention to do so and, upon Registrable Securities. Upon the written request of a Holder or Holders of any shares of Registrable Securities given within twenty thirty (2030) days after the Company provides receipt of such noticewritten notice from the Company, subject to a maximum of two such written requests, the Company shall use its reasonable efforts agrees to cause all such Registrable Shares Securities, the Holders of which the Company has been have so requested by such Holder or Holders to register registration thereof, to be included in such registration statement and registered under the Securities Act; provided that , all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than gives written notice pursuant to Section E. (ii3(a) In connection with any is for a public offering under this Section C involving an underwriting, the Company agrees to so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 shall not be required to include any Registrable Shares conditioned upon such Holder's participation in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in inclusion of such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Holder's Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include Securities in the underwriting only that number of Registrable Shares that to the managing underwriter believes may be sold without causing such adverse effectextent provided herein. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an Registrable Securities through such underwriting shall agree to enter into (together with the Company and the other shareholders, if any, of securities holders distributing their shares securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the underwritingCompany, provided that such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a majority of the shares of Registrable Securities requested to be included in such registration. (c) Notwithstanding any other provision of this Section 3, if the managing underwriter of an underwritten distribution advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of shares of Registrable Securities and the other securities requested to be registered exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering, then (i) the number of shares of Registrable Securities and other securities so requested to be included in the offering shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering (except for shares to be included pursuant to demand registration rights granted by the Company in an offering initiated upon the exercise of such rights, and except for shares to be issued by the Company in an offering initiated by the Company, which shall have priority over the shares of Registrable Securities), and (ii) such reduced number of shares shall be allocated among all participating Holders of Registrable Securities and the holders of other securities in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities and other securities held by such Holders and other holders at the time of filing the registration statement. All Registrable Securities and other securities which are excluded from the underwriting by reason of the underwriter's marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration and shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred and eighty (180) days, which the managing underwriter reasonably determines is necessary to effect the underwritten public offering.

Incidental Registration. (i) Whenever If PLC proposes at any time to register PLC Common Shares under the Company proposes to file a Registration Statement Securities Act (other than a registration relating solely pursuant to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, on Form S-8 or Form S-4 (or a registration in which similar successor form)) with respect to an offering of PLC Common Shares for its own account or for the only Common Stock being registered is Common Stock issuable upon conversion account of debt securities that are also being registered, at any time and from time to timeof its security holders, it will, prior to such filing, will promptly (but in no event less than 30 days before the anticipated filing date) give written notice thereof to all Holders ▇▇▇▇▇▇▇ and offer ▇▇▇▇▇▇▇ the opportunity to register or distribute such number of its intention to do so and, upon Registrable Shares as ▇▇▇▇▇▇▇ may request. Upon the written request of a Holder or Holders given ▇▇▇▇▇▇▇ made within twenty (20) 30 days after the Company provides receipt of any such noticenotice (which request shall specify the Registrable Shares intended to be disposed of by ▇▇▇▇▇▇▇), PLC will, subject to the Company shall terms of this Agreement, use its reasonable best efforts to cause all include the Registrable Shares which the Company ▇▇▇▇▇▇▇ has been requested by such Holder or Holders to register to be registered under in such registration. (a) If the Securities Act; provided that proposed registration by PLC is an underwritten Public Offering of PLC Common Shares, PLC shall so advise ▇▇▇▇▇▇▇ as a part of the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than written notice given pursuant to Section E. (ii) 4.2. In connection with any offering under this Section C involving an underwritingsuch event, the Company shall not be required right of ▇▇▇▇▇▇▇ to include any its Registrable Shares in such registration pursuant to Section 4.2 shall be conditioned upon ▇▇▇▇▇▇▇' participation in such underwriting unless the Holders thereof accept on the terms and conditions agreed to by PLC and the managing underwriter or underwriters. PLC will use its reasonable best efforts to cause the managing underwriter or underwriters to include such Registrable Shares among those securities to be distributed by or through such underwriters. Notwithstanding the foregoing, if in the reasonable judgment of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the managing underwriter or underwriters, jeopardize the success of the offering Public Offering would be adversely affected by the Company. If in the written opinion inclusion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may PLC shall include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that in such registration the number (if any) of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder so requested to be registeredincluded which, in the excess opinion of such underwriters, can be sold. (b) If, at any time after giving written notice of its intention to register a Public Offering and prior to the effective date of the registration statement, PLC shall determine for any reason either not to register, or to delay registration of, such securities, PLC may, at its election, give written notice of such determination to ▇▇▇▇▇▇▇ and, thereupon, (i) in the case of a determination not to register, shall be allocated among relieved of its obligation to register any Registrable Shares in connection with such registration or (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Shares, for the same period as the delay in registering such other requesting Holders pro rata based upon their total ownership of Registrable PLC Common Shares. (iiic) All Holders The selection of the underwriters for any such offering shall be at the sole discretion of PLC. (d) PLC will pay all Registration Expenses associated with the registration and sale of Registrable Shares proposing pursuant to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting4.2.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely Registration Statement filed pursuant to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Holders Stockholders of its intention to do so and, upon so. Upon the written request of a Holder Stockholder or Holders Stockholders given within twenty (20) 20 days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall shall, subject to the provisions of Section 2.2(b), use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder Stockholder or Holders Stockholders to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 2.2, whether or not any Holder has elected to include Registrable Shares in such registration, without obligation to any Holder other than Stockholder. (b) If the registration for which the Company gives notice pursuant to Section E. (ii2.2(a) In connection with any is a registered public offering under this Section C involving an underwriting, the Company shall not be required so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the right of any Stockholder to include any its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Stockholder’s participation in such underwriting unless on the Holders thereof accept terms set forth herein and (ii) all Stockholders including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting by the Company; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. If any Stockholder who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting as agreed upon between the Company and the underwriters selected underwriting, such person may elect, by it, and then only in such quantity, subject written notice to the restrictions set forth belowCompany, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Companyto withdraw its shares from such Registration Statement and underwriting. If in the written opinion of the managing underwriter advises the registration Company in writing that marketing factors require a limitation on the number of all, or part ofshares to be underwritten, the Registrable Shares shares held by holders of securities of the Company other than Stockholders and Other Holders shall be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, if a further reduction of the number of shares is required, the number of shares that the Holders have requested to may be included would adversely affect in such public offeringRegistration Statement and underwriting shall be allocated first to the shares being sold for account of the Company, then second among all Purchasers, third among all Existing Preferred Stockholders and thereafter among the other Stockholders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) held by them on the date the Company shall be required to include gives the notice specified in Section 2.2(a); provided that, unless such registration is in connection with the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If Company’s Initial Public Offering, the number of Registrable Shares permitted to be included therein shall in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to any event be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities at least 25% of the Company are first excluded from the underwriting securities included therein (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Companyon aggregate market values). If any Holder Stockholder would thus be entitled to include more shares than such Holder holder requested to be registered, the excess shall be allocated first among other requesting Holders Purchasers, second among the other requesting Existing Preferred Stockholders and then among the other Stockholders pro rata based upon their total ownership of Registrable Sharesin the manner described in the preceding sentence. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating Registration Statement covering shares to be sold solely to for the sale account of other holders of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities ActCompany who are entitled, a registration on any form that does not include substantially by contract with the same information as would be required Company, to be have securities included in a such registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, (“Other Holders”)) at any time and from time to time, it the Company will, prior to such filing, give written notice to all Holders Shareholders of its intention to do so andso; provided, upon that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Article IV, Section 2(b) below. Upon the written request of a Holder Shareholder or Holders Shareholders given within twenty (20) 20 days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder Shareholder or Holders Shareholders to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Shareholder or Shareholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than Shareholder. (b) If the registration for which the Company gives notice pursuant to Article IV, Section E. (ii2(a) In connection with any above is a registered public offering under this Section C involving an underwriting, the Company shall not be required so advise the Shareholders as a part of the written notice given pursuant to such section. In such event, the right of any Shareholder to include any its Registrable Shares in such registration pursuant to this Section shall be conditioned upon such Shareholder’s participation in such underwriting unless the Holders thereof accept on the terms of the set forth herein. All Shareholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion Notwithstanding any other provision of this Section, if the managing underwriter determines that the registration inclusion of all, or part of, all of the Registrable Shares that the Holders have requested to be included registered would adversely affect the marketing of such public offeringRegistrable Shares, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If limit the number of Registrable Shares to be included in the underwriting in accordance with registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested that are entitled to be included, then included in the registration and underwriting shall be allocated in the following manner. The securities of the Company may include all securities proposed held by holders other than Shareholders and Other Holders shall be excluded from such registration and underwriting to be registered the extent deemed advisable by the Company to managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be sold for its own account; providedincluded in such registration and underwriting shall be allocated among all Shareholders and Other Holders requesting registration in the proportion, howeveras nearly as practicable, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and such Shareholder or Other Holder bears to the Holders number of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock held by all of the requesting Shareholders and Other Holders; provided, however, that, in any offering other than the Company’s initial public offering, no fewer than 20% of the Registrable Shares initially proposed to be so registered by such Shareholders and Other Holders shall be included in such registration and underwriting. If any Shareholder or Other Holder would thus be entitled to include more shares securities than such Holder holder requested to be registered, the excess shall be allocated among other requesting Shareholders and Other Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders in the manner described in the preceding sentence. If any holder of Registrable Shares proposing or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to distribute their withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities in an offering under this Section C involving an excluded or withdrawn from such underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through be withdrawn from such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwritingregistration.

Incidental Registration. (i) Whenever If the Company proposes to file a Registration Statement at any time (other than a registration relating solely pursuant to Section 4 hereof) proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other securityholders or both (except with respect to registration statements on Form S-4 or S-8 or another form not available for registering the Restricted Stock for sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to timepublic), it will, prior to such filing, will give written notice at such time to all Holders holders of outstanding Restricted Stock of its intention to do so and, upon so. Upon the written request of a Holder or Holders any such holder, given within twenty (20) 20 days after receipt of any such notice by the Company provides such noticeCompany, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company shall will use its reasonable best efforts to cause all Registrable Shares the Restricted Stock, as to which the Company has registration shall have been requested by such Holder or Holders to register so requested, to be registered under included in the Securities Actsecurities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered; provided that nothing herein shall prevent the Company shall have from abandoning or delaying such registration at any time. In the right to postpone or withdraw event that any registration effected pursuant to this Section C without obligation to 5 shall be, in whole or in part, an underwritten public offering of Common Stock, any Holder other than request by a holder pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company 5 to register Restricted Stock shall not be required to include any Registrable Shares in specify that either (i) such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in accordance with the foregoing is less than the total open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares which of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the Holders holders of Registrable Shares have Restricted Stock requesting registration pursuant to this Section 5 based upon the number of shares of Restricted Stock so requested to be included, then registered) if and to the Company may include all extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities proposed to be registered sold by the Company to be sold for its own accounttherein; provided, however, that the such number of Registrable Shares shares of Restricted Stock shall not be reduced unless all if any shares are to be included in such underwriting for the account of any person other than the Company and the holders of Restricted Stock. Notwithstanding anything to the contrary contained in Section 4 or 5 hereof, in the event that there is a firm commitment underwritten public offering of securities of the Company are first excluded from pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock underwriters of the Company. If 's securities in connection with such offering, such holder shall, to the extent required by such underwriters with respect to all holders of Restricted Stock, refrain from selling such Restricted Stock so registered pursuant to this Section 5 during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any Holder would thus event, be entitled to include more shares than sell its Restricted Stock commencing on the 120th day after the effective date of such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Sharesregistration statement. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. 2.1. If (but without any obligation to do so) the Company at any time proposes to register any of its securities (other than: (i) Whenever the Company proposes to file in a Registration Statement demand registration under Section 3 of this Agreement, (other than ii) a registration relating solely to the sale of securities to participants in a Company stock or equity compensation benefit plan, (iii) a registration relating to a corporate reorganization or other transaction described under Rule 145 of the Securities Act, or (iv) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time), it will, prior to such filing, shall give written notice to all the Holders of its intention to do so and, upon such intention. Upon the written request of a any Holder or Holders given within twenty fourteen (2014) days after the Company provides receipt of any such notice, the Company shall use its reasonable efforts to cause include in such registration all of the Registrable Shares which indicated in such request, so as to permit the Company has been requested by such Holder or Holders to register to be registered under disposition of the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E.shares so registered. (ii) 2.2. In connection with any offering under this Section C involving an underwritingunderwriting of shares of the Company’s share capital, the Company shall not be required under this Section 2 to include any Registrable Shares of the Holders’ securities in such underwriting unless the Holders thereof they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject it (or by other persons entitled to the restrictions set forth below, as will not, in the written opinion of select the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the an underwriter or underwriters selected for by the underwritingCompany and such other agreements as the underwriter(s) may reasonably request. Notwithstanding any other provision of this Section 2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first, shares held by shareholders other than the Demanding Holders; second, to the extent necessary, shares held by shareholders with incidental registration rights (on a pro rata basis to their respective holdings); third, shares registered by the Demanding Holders (on a pro rata basis); and lastly, shares offered by the Company. 2.3. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 6 below.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely pursuant to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, Section 2) at any time and from time to time, it will, prior to such filing, give written notice to all Holders Stockholders of its intention to do so and, upon the written request of a Holder Stockholder or Holders Stockholders given within twenty (20) 30 days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder Stockholder or Holders Stockholders to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 3 without obligation to any Holder other than pursuant to Section E.Stockholder. (iib) In connection with any offering under this Section C 3 involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders holders thereof accept the terms of the underwriting as agreed upon between the Company and/or the holders of shares of Common Stock or other securities of the Company who have registration rights similar to those set forth in Section 2 hereof and who have initiated or are participating in the offering pursuant to such rights (the "Initiating Rightsholders") and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering of securities proposed to be offered and sold by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that which the Holders Stockholders have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that (as determined in accordance with the next sentence), if any, which the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders holders of Registrable Shares have requested to be included, then (i) the Stockholders who have requested registrations shall first be entitled to include all shares that they have requested to be included to the extent necessary to reduce the Stockholder Priority to zero, (ii) the party or parties initiating the registration (i.e., the Company may or the Initiating Shareholders) shall then be entitled to include all securities proposed shares that they have requested to be registered by and (iii) the Company to be sold for its own account; provided, however, that the number Stockholders who have requested registration and other holders of Registrable Shares shall not be reduced unless all shares of Common Stock or other securities of the Company are first excluded from entitled to include shares of Common Stock in such registration on a parity with the underwriting Stockholders (including securities held by employees, officers and directorsother than the Shareholders who shall be entitled to include the total number of shares they have requested as provided in clause (i) and the Holders of Registrable Shares who have requested registration Initiating Stockholders with respect to the shares included as provided in clause (ii)) shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely pursuant to Section 2.1 or in connection with the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, Initial Public Offering) at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon so. Upon the written request of a Holder or Holders given within twenty fourteen (2014) days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder or Holders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 2.2 without obligation to any Holder other than Holder. (b) If the registration for which the Company gives notice pursuant to Section E. 2.2 (iia) In connection with any is a registered public offering under this Section C involving an underwriting, the Company shall not be required so advise the Holders as a part of their written notice made pursuant to Section 2.2 (a). In such event, (i) the right of any Holder to include any his, her or its Registrable Shares in such underwriting unless the Holders thereof accept registration pursuant to Section 2.2 shall be conditioned upon such Holder’s participation in such underwritten offering on the terms of set forth herein, and (ii) all Holders including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriting as agreed upon between the Company and the underwriter or underwriters selected by it, and then only in such quantity, subject to for the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the underwritten offering by the Company. If any Holder who has requested inclusion of his, her or its Registrable Shares in such registration as provided above disapproves of the terms of the underwritten offering, such Holder may elect, by written notice to the Company, to withdraw his, her or its Registrable Shares from such registration and underwritten offering. If the managing underwriter(s) advises the Company in writing that market factors require a limitation on the number of shares to be underwritten, all of the shares held by holders other than the Holders shall first be excluded from such registration and underwritten offering to the extent deemed advisable by the managing underwriter(s), and, if further reduction of the number of shares is required, the number of shares that may be included in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company and underwritten offering shall be required allocated among all Holders requesting registration in proportion, as nearly as practicable, to include in the underwriting only that respective number of Registrable Shares held by them on the date the Company gives the notice specified in Section 2.2 (a); provided, however, except for a Registration Statement for the Company’s Initial Public Offering, that the managing underwriter believes in no event may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than 30% of the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Companyto be included in such underwritten offering be made available for Registrable Shares. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Sharesin the manner described in the preceding sentence. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (ia) Whenever If the Company proposes to file a Registration Statement (other than a registration relating solely to under the sale of securities to participants in a Company stock or equity compensation plan, a registration relating Securities Act with respect to a corporate reorganization or other transaction under Rule 145 Public Offering or, after a Public Offering with respect to any offering of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Company Common Stock being registered is (i) for its own account or (ii) for the account of any Holder or each Additional Holder of Company Common Stock issuable upon conversion of debt securities that are also being registeredStock, at any time and from time to time, it will, prior to such filing, the Company shall give written notice of such proposed filing to all Holders each Holder and any Additional Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder and each Additional Holder the opportunity to register such number of its intention to do so and, upon Registrable Securities as each Holder or Additional Holder shall request. Upon the written request direction of a Holder or Holders an Additional Holder, given within twenty 20 days following the receipt by the Holder or Additional Holder of any such written notice (20) days after which direction shall specify the Company provides such noticenumber of Registrable Securities intended to be disposed of by the Holder or Additional Holder), the Company shall use its reasonable efforts include in such Registration Statement (an "INCIDENTAL REGISTRATION") such number of Registrable Securities as shall be set forth in such written direction. Notwithstanding anything contained herein, if the lead underwriter of an offering involving an Incidental Registration delivers a written opinion to cause all Registrable Shares which the Company has been requested by (a copy of which shall be provided to each Holder and each Additional Holder requesting Incidental Registration rights hereunder) that the number of shares of Company Common Stock included in such Holder or Holders to register Incidental Registration would (i) materially and adversely affect the price of the Company Common Stock to be registered under the Securities Act; provided that the Company shall have the right to postpone offered or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, result in a greater amount of Company Common Stock being offered than the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offeringmarket could reasonably absorb, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed Securities to be registered by any Holder or Additional Holder requesting Incidental Registration rights hereunder, shall be reduced in proportion to such Holder's respective pro rata ownership interest in the Company at the time immediately preceding such request for Incidental Registration to be sold for its own account; providedthe extent that, howeverin the lead underwriter's opinion, that neither of the effects in the foregoing clauses (i) and (ii) would result from the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Company Common Stock of the Company. If any Holder would thus be entitled to include more shares than included in such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable SharesIncidental Registration. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever At any time after the Company's Initial Public Offering, if the Company proposes shall determine to file a Registration Statement register any Shares, or any securities convertible into or exchangeable or exercisable for Shares, for its own account or for the account of any stockholder (other than a registration relating solely on Forms S-4 or S-8 or any replacement or successor form thereof), the Holders shall be entitled to include Registrable Securities in such registration (and related underwritten offering, if any) (each, an "Incidental Registration") on the sale of securities to participants terms and conditions set forth in a this Section 3. (a) The Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, shall promptly give written notice of such determination to all Holders of its intention to do so andthe Holders, upon the written request of a and each Holder or Holders given within twenty (20) days after the Company provides such notice, the Company shall use its reasonable efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant request, by written notice given to this Section C without obligation the Company within twelve (12) Business Days of the receipt by such Holder of such notice of determination, that a specific number of Registrable Securities held by such Holder be included in such Registration Statement (such participating Holders are referred to any Holder other than pursuant to Section E.herein as "Participating Holders"); (iib) In connection with any offering under this Section C involving If the proposed registration relates to an underwritingunderwritten offering, the Company notice called for by Section 3(a) shall not be required to include any Registrable Shares in such underwriting unless specify the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion name of the managing underwriter for such offering; (c) If the proposed registration relates to an underwritten offering, each Participating Holder must (i) sell all or a portion of allits Registrable Securities on the same basis provided in the underwriting arrangements approved by the Company and (ii) complete and execute all questionnaires, powers of attorney, underwriting agreements and other documents on the same basis as other similarly situated selling stockholders (or, if there are no other selling stockholders, as would be customary in a transaction of this type) reasonably required under the terms of such underwriting arrangements or part of, by the SEC; (d) If the managing underwriter for the underwritten offering under the proposed registration to be made by the Company determines that inclusion of all or any portion of the Registrable Shares that Securities in such offering would adversely affect the Holders have ability of the underwriter for such offering to sell all of the securities requested to be included would adversely affect for sale or the price per share in such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of shares that may be included in such registration in such offering shall be allocated as follows: (i) if the Company initiated the registration, the Company, all Participating Holders and any other stockholder exercising piggyback registration rights shall be allowed to include such amount of Registrable Securities as the managing underwriter(s) deems appropriate prior to any Shares being included on behalf of any other person; provided, however, that, prior to any reduction of the amount of Shares intended to be registered by the Company, the aggregate amount of Shares intended to be included in the underwriting offering by all Participating Holders and any other stockholder exercising piggyback registration rights shall be reduced in its entirety (which Shares shall be cut back on a pro rata basis in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company Participating Holders and any other stockholder exercising piggyback registration rights); (ii) if, on or prior to the date which is the one year anniversary of the Company's Initial Public Offering, a Demanding Holder requests a Demand Registration, the Demanding Holder, the Company, all Participating Holders and any other stockholder exercising piggyback registration rights shall be allowed to include such amount of Registrable Securities as the managing underwriter(s) deems appropriate prior to any Shares being included on behalf of any other person; provided, however, that, prior to any reduction of the amount of Shares intended to be sold for registered by the Company pursuant to exercise of its own accountrights under Section 3(e) herein, the aggregate amount of Shares intended to be included in such offering by the former Demanding Holder, all Participating Holders and any other stockholder exercising piggyback registration rights shall be reduced in its entirety (which Shares shall be cut back on a pro rata basis in accordance with the number of Shares proposed to be registered by the Demanding Holder, the Participating Holders and any other stockholder exercising piggyback registration rights); (iii) if, after the date which is the one year anniversary of the Company's Initial Public Offering, a Demanding Holder requests a Demand Registration, the Demanding Holder, the Company, all Participating Holders and any other stockholder exercising piggyback registration rights shall be allowed to include such amount of Registrable Securities as the managing underwriter(s) deems appropriate prior to any Shares being included on behalf of any other person; provided, however, that the amount of Shares intended to be registered by the Company shall be reduced in its entirety prior to any reduction of the aggregate amount of Shares intended to be included in such offering by the Demanding Holder, all Participating Holders and any other stockholder exercising piggyback registration rights (which Shares, after the elimination of Company Shares, shall be cut back on a pro rata basis in accordance with the number of Registrable Shares shall not proposed to be reduced unless all registered by the Demanding Holder, the Participating Holders and any other securities of the Company are first excluded from the underwriting stockholder exercising piggyback registration rights); (including securities held by employeese) If, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership case of shares of Common Stock a Demand Registration requested on or prior to the date which is the one year anniversary of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered's Initial Public Offering, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing Company gives notice to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company Demanding Holder and other shareholdersthe managing underwriter, if any, within 20 Business Days of the Company's receipt of the request for a Demand Registration, that the Company wishes to include shares in such registration, such registration shall not be deemed a Demand Registration and the Demanding Holder shall be deemed a Participating Holder; (f) Each Participating Holder shall have the right to withdraw its Registrable Securities from the Registration Statement at any time prior to the effective date thereof, but if the same relates to an underwritten offering and the initial filing thereof has been made, it may only withdraw its Registrable Securities during the time period and on terms deemed appropriate by the underwriters for such underwritten offering; and (g) The Company or any other stockholder exercising Demand Registration rights shall have the right to terminate or withdraw any registration statement filing under this Section 3 prior to the effective date of such registration for any reason without liability to any Participating Holder as a result thereof, whether or not such Participating Holder has elected to include such securities distributing their shares through in such underwritingregistration. In such event, the Company or a Participating Holder, as applicable, may elect to continue the registration; provided, however, that, except as provided in Sections 2(f), 2(g) enter into an underwriting agreement and 3(e) hereof, if a Participating Holder makes such election, the election shall be deemed a request for a Demand Registration and shall be subject to the limits on Demand Registration requests set forth in customary form with the underwriter or underwriters selected for the underwritingthis Agreement.

Incidental Registration. (i) Whenever If at any time during the five year period following the Closing Date the Company proposes to file a Registration Statement registration statement under the Securities Act (other than a registration relating solely to in connection with the sale of securities to participants in a Company stock or equity compensation planShelf Registration, a registration relating to Demand Registration or a corporate reorganization Registration Statement on Form S-4 or other transaction under Rule 145 of the Securities ActS-8, a registration on or any form that does not include substantially is substituting therefor or is a successor thereto) with respect to an offering of any class of security by the same information as would be required to be included in a registration statement covering Company for its own account or for the sale account of any of its security holders, then the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, Company shall give written notice of such proposed filing to all Holders USAA as soon as practicable (but in no event less than thirty days before the anticipated filing date), and such notice shall (i) offer USAA the opportunity to register such number of its intention to do so Registrable Securities as it may request and (ii) describe such securities and specifying the form and manner and other relevant facts involved in such proposed registration (including, without limitation, (x) whether or not such registration will be in connection with an Underwritten Offering and, upon if so, the written request identity of the managing underwriter and whether such Underwritten Offering will be pursuant to a Holder "best efforts" or Holders given "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the like) at which the Registrable Securities are reasonably expected to be sold, if such disclosure is acceptable to the managing underwriter), USAA shall advise the Company in writing within twenty (20) days after the date of receipt of such notice from the Company provides of the number of Registrable Securities for which registration is requested. The Company shall include in such noticeRegistration Statement all such Registrable Securities so requested to be included therein, and, if such registration is an Underwritten Registration, the Company shall use its commercially reasonable efforts to cause all the managing underwriter or underwriters to permit the Registrable Shares which Securities requested to be included in the registration statement for such offering to be included (on the same terms and conditions as similar securities of the Company has been requested by included therein to the extent appropriate); provided, however, that if the managing underwriter or underwriters of such Holder offering deliver a written opinion to USAA that either because of (i) the kind of securities which USAA, the Company, or Holders any other Persons intend to register to be registered under the Securities Act; provided that the Company shall have the right to postpone include in such offering or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any the size of the offering under this Section C involving an underwritingwhich USAA, the Company shall not be required Company, or such other Persons intend to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by itmake, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering would be materially and adversely affected by the Company. If in the written opinion inclusion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have Securities requested to be included, then (A) in the Company may include all event that the size of the offering is the basis of such managing underwriter's opinion, the amount of securities proposed to be registered by offered for the Company to be sold for its own account; provided, however, that the number account of Registrable Shares shall not be reduced unless all USAA and other holders registering securities of the Company are first excluded from pursuant to similar incidental registration rights shall be reduced pro rata (according to the underwriting Registrable Securities beneficially owned by such holders) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; and (including securities held by employees, officers and directorsB) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership event that the combination of shares securities to be offered is the basis of Common Stock such managing underwriter's opinion, (x) the Registrable Securities and other securities to be included in such offering shall be reduced as described in clause (A) above or, (y) if the actions described in clause (A) would, in the judgment of the Company. If any Holder would thus managing underwriter, be entitled insufficient to include more shares than such Holder substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be registeredincluded would have on such offering, the excess such Registrable Securities will be excluded from such offering. No registration pursuant to a request or requests referred to in this subsection 2(c) shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Sharesdeemed to be a Shelf Registration. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i1) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely pursuant to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, Subsection b(1)) at any time and from time to time, it will, prior to such filing, give written notice to all Holders Stockholders of its intention to do so and, upon the written request of a Holder Stockholder or Holders Stockholders given within twenty (20) 20 days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder Stockholder or Holders Stockholders to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C Subsection c without obligation to any Holder other than pursuant to Section E.Stockholder. (ii2) In connection with any offering registration under this Section C Subsection c involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting registration unless the Holders holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in it (provided that such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Companyterms must be consistent with this Warrant). If in the written opinion of the managing underwriter it is appropriate because of marketing factors to limit the registration number of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public in the offering, then the Company shall be required to include in the underwriting registration only that number of Registrable Shares that Shares, if any, which the managing underwriter believes may should be sold without causing such adverse effectincluded therein. If the number of Registrable Shares to be included in the underwriting offering in accordance with the foregoing is less than the total number of shares which the Holders holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders holders of Registrable Shares who have requested registration and other holders of securities entitled to include them in such registration shall participate in the underwriting registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the conversion into Common Stock of the Companyall securities convertible thereinto). If any Holder holder would thus be entitled to include more shares securities than such Holder holder requested to be registered, the excess shall be allocated among other requesting Holders holders pro rata based upon their total ownership of Registrable Sharesin the manner described in the preceding sentence. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever If the Company at any time proposes to file on its behalf or on behalf of any of its security holders a Registration Statement registration statement under the Securities Act on any form (other than a registration relating solely to statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the sale of securities to participants in a Company stock or equity compensation planfunctional equivalent of, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on rights) for any form class that does not include substantially is the same information as would be required or similar to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to timeSecurities, it will, prior to such filing, will give written notice setting forth the terms of the proposed offering and such other information as the Holders may reasonably request to all Holders holders of its intention to do so and, upon the written request of a Holder or Holders given within Registrable Securities at least twenty (20) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section 2.b. will advise the Company in writing within ten (10) days after the date of receipt of such notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company provides will thereupon include in such noticefiling the number of Registrable Securities for which registration is so requested, the Company shall and will use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered effect registration under the Securities Act; provided that Act of such Registrable Securities. Notwithstanding the Company shall have foregoing, if the right to postpone managing underwriter or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any underwriters, if any, of such offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the deliver a written opinion to each Holder of the underwriters, jeopardize such Registrable Securities that the success of the offering would be materially and adversely affected by the Company. If in the written opinion inclusion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have Securities requested to be included, then the Company may include all amount of securities proposed to be registered by offered for the Company accounts of Holders will be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be sold for its own accountincluded in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the number account of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of Persons as well as the Company. If any Holder would thus be entitled , then with respect to include more shares than such Holder requested the Registrable Securities intended to be registeredoffered to Holders, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership proportion by which the amount of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, such class of securities distributing their shares through intended to be offered by Holders is reduced will not exceed the proportion by which the amount of such underwritingclass of securities intended to be offered by such other Persons (other than the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwritingis reduced.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement covering shares of Common Stock (other than a registration relating solely Registration Statement filed pursuant to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Holders the Purchaser of its intention to do so and, upon so. Upon the written request of a Holder or Holders the Purchaser given within twenty (20) 10 days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders Purchaser to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Purchaser; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 2.2 without obligation to any Holder other than the Purchaser. (b) If the registration for which the Company gives notice pursuant to Section E. (ii2.2(a) In connection with any is a registered public offering under this Section C involving an underwriting, the Company shall not be required so advise the Purchaser as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the right of the Purchaser to include any its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Purchaser’s participation in such underwriting unless the Holders thereof accept on the terms of set forth herein and (ii) the Purchaser shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company, provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Purchaser materially greater than the obligations of the Purchaser pursuant to Section 2.5. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then advises the Company shall be required to include in the underwriting only writing that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If marketing factors require a limitation on the number of Registrable Shares shares to be underwritten, the shares held by holders other than the Purchaser and Other Holders shall be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, if a further reduction of the number of shares is required, the number of shares that may be included in such Registration Statement and underwriting shall be allocated among the underwriting Purchaser and Other Holders requesting registration in accordance with proportion, as nearly as practicable, to the foregoing is less than the total respective number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of (to the Companyextent applicable, on an as-converted basis) held by them on the date the Company gives the notice specified in Section 2.2(a). If the Purchaser or any Other Holder would thus be entitled to include more shares than such Holder party requested to be registered, the excess shall be allocated among other requesting Holders parties pro rata based upon their total ownership of Registrable Sharesin the manner described in the preceding sentence. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) 5.1. Whenever the Company Transcend proposes to file a Registration Statement (other than a registration relating solely pursuant to the sale of securities to participants in a Company stock or equity compensation planSection 4.1, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time 4.2 and from time to time, it will4.5 above), prior to such filing, filing it shall give written notice to all Holders Stockholders of its intention to do so andso, and upon the written request of a Holder Stockholder or Holders Stockholders given within twenty (20) 30 days after the Company Transcend provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company Transcend shall use its reasonable best efforts to cause all Preferred Registrable Shares which the Company Transcend has been requested by such Holder or Holders to register by the Preferred Stockholders and all Common Registrable Shares which Transcend has been requested to register by the Common Stockholders to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder(s); provided that the Company Transcend shall have the right to postpone or withdraw any registration effected pursuant to this Section C 5 without obligation to any Holder other than pursuant to Section E.Stockholder. (ii) 5.2. In connection with any offering under this Section C 4.1 involving an underwriting, the Company Transcend shall not be required to include any Registrable Shares in such underwriting unless the Holders holders thereof accept the terms of the underwriting as agreed upon between the Company Transcend and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the CompanyTranscend. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that which the Holders holders have requested to be included would materially and adversely affect such public offering, then the Company Transcend shall be required to include in the underwriting only that number of Registrable Shares that Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect. If In the event of such a reduction in the number of Registrable Shares shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be includedunderwriting, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If Registrable Shares (or in any Holder other proportion as agreed upon by such holders) and if any such holder would thus be entitled to include more shares than such Holder holder requested to be registered, the excess shall be allocated among such other requesting Holders holders pro rata based upon on their total ownership of Registrable Shares. (iii) All Holders . No other securities requested to be included in a registration for the account of anyone other than Transcend or the Stockholders shall be included in a registration unless all Registrable Shares proposing requested to distribute their securities be included in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwritingregistration are so included.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely Registration Statement filed pursuant to the sale of securities Section 2 or a Registration Statement filed pursuant to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 Section 10.3 of the May 1998 Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredPurchase Agreement), at any time and from time to timetime after the First Conversion Date and prior to the tenth anniversary of the date hereof, it will, at least 20 days prior to such filing, give written notice to all Holders Rightsholders of its intention to do so andso; provided, upon that no such notice need be given prior to such filing if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 3(c). Upon the written request of a Holder Rightsholder or Holders Rightsholders given within twenty (20) 20 days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder Rightsholder or Holders Rightsholders to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Rightsholder or Rightsholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 3 without obligation to any Holder other than Rightsholder. (b) If the registration for which the Company gives notice pursuant to Section E. (ii3(a) In connection with any is a registered public offering under this Section C involving an underwriting, the Company shall not be required so advise the Rightsholders as a part of the written notice given pursuant to Section 3(a). In such event, the right of any Rightsholder to include its (c) Notwithstanding any Registrable Shares in such underwriting unless the Holders thereof accept the terms other provision of the underwriting as agreed upon between the Company and the underwriters selected by itthis Section 3, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of if the managing underwriter the registration of all, or part of, the Registrable Shares determines that the Holders have inclusion of all shares requested to be included registered would adversely affect such public the offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If limit the number of Registrable Shares to be included in the underwriting in accordance with registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the foregoing is less than the total number of shares which that are entitled to be included in the Holders of Registrable Shares registration and underwriting shall be allocated in the following manner: (i) the party initiating the registration and underwriting (the Company or the Initiating Other Holders, as the case may be) shall be entitled to include all shares that they have requested to be included, then registered in such registration and underwriting; (ii) the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) Rightsholders and the Other Holders of Registrable Shares (other than the Initiating Other Holders) who have requested registration shall participate then be entitled to include shares in the such registration and underwriting on a pro rata basis based upon their total ownership the respective number of shares of Common Stock (calculated on a fully-diluted basis) which they held at the time the Company gave the notice specified in Section 3(a); and (iii) the Company (if such registration and underwriting has been initiated by the Initiating Other Holders) and the officers and directors of the Company. If any Holder would thus Company who have requested registration shall then be entitled to include more shares than in such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an registration and underwriting shall (together with on such basis as the Company and other shareholdersshall determine, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement acting in customary form with the underwriter or underwriters selected for the underwritingits sole discretion.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely Statement, whether pursuant to the sale of securities to participants in a Company stock Section 2.2 or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it willotherwise, prior to such filing, filing it shall give written notice to all Holders Stockholders of its intention to do so andso, and upon the written request of a Holder Stockholder or Holders Stockholders given within twenty (20) 30 days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that Act to the Company shall have extent necessary to permit their sale or other disposition in accordance with the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E.intended methods of distribution specified in the request of such Stockholder(s). (iib) In connection with any offering under this Section C 2.3 involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that which the Holders Stockholders have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect. If In the event of such a reduction in the number of Registrable Shares shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be includedunderwriting, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders Stockholders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If Registrable Shares (or in any Holder other proportion as agreed upon by such Stockholders) and if any such Stockholders would thus be entitled to include more shares than such Holder Stockholders requested to be registered, the excess shall be allocated among such other requesting Holders holders pro rata based upon on their total ownership of Registrable Shares. No other securities requested to be included in a registration for the account of anyone other than the Company or the Stockholders shall be included in a registration unless all Registrable Shares requested to be included in such registration are also included. (iiic) All Holders of not less than fifty-one percent (51%) of the Registrable Shares proposing to distribute their securities may waive the rights contained in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, 2.3 on behalf of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwritingall holders of Registrable Shares.

Incidental Registration. (i) Whenever If the Company proposes to file a Registration Statement (other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time proposes to timeregister any of its securities, other than in a demand registration under Section 3.3 or Section 3.4 of this Agreement, it will, prior to such filing, shall give written notice to all the Holders of its intention to do so and, upon such intention. Upon the written request of a any Holder or Holders given within twenty (20) days after the Company provides receipt of any such notice, the Company shall use its reasonable efforts to cause include in such registration all of the Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares indicated in such underwriting unless request, so as to permit the Holders thereof accept the terms disposition of the underwriting as agreed upon between shares so registered. Notwithstanding the Company and the underwriters selected by itabove, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of if the managing underwriter advises the registration Company in writing that marketing factors require a limitation of allthe number of shares to be underwritten, or part of, the Registrable Shares that then shares held by the Holders have requested to be included would adversely affect such public offering, then the Company shall be required excluded from such registration to include in the underwriting only that extent necessary to satisfy such limitation (pro rata to the respective number of Registrable Shares that required by the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares Holders to be included in the underwriting registration). Notwithstanding the above, in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then event that the Company may include all securities proposed decides to be registered by allow the Company to be sold for its own account; provided, however, that the number participation of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership holders of shares of Common Stock of the Company. If any Holder would thus Company in the registration of its shares, and the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Holders shall be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders register an amount of Registrable Shares proposing equal to distribute their securities in an offering under this Section C involving an underwriting shall (together with one-third of the total amount of shares proposed to be registered by shareholders of the Company (pro rata to the respective number of Registrable Shares required by the Holders to be included in the registration), and other shareholdersthereafter, if any, the Company will register shares on a pro rata basis among all the Company’s shareholders requesting registration of securities distributing their shares through such underwriting) enter into (pro rata to the respective number of shares required by the Holders to be included in the registration, on an underwriting agreement as converted basis). Notwithstanding the foregoing, in customary form with any registration by the underwriter or underwriters selected for Company, other than a demand registration pursuant to Section 3.3 below, the underwritingCompany shall register first the Company’s shares, and thereafter the shares of the shareholders of the Company according to the provisions of this Section.

Incidental Registration. (i) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely to the sale In connection with any Public Offering of securities to participants in a Company stock or equity compensation planCompany's securities, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon the written request of a Holder or Holders given within twenty (20) days after the Company provides such notice, the Company shall use its reasonable efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the require Company shall not be required to include all or (at Holder's election) any Registrable portion of the Warrant Shares purchasable upon exercise of any such Warrants. Notwithstanding the foregoing, if the underwriters shall advise Company in writing that, in their experience and professional opinion arrived at in good faith based upon existing market conditions, inclusion of such number of Warrant Shares (together with the shares of Capital Stock requested for registration by any other selling equityholders) will adversely affect the price or distribution of the securities to be offered in such underwriting unless Public Offering solely for the Holders thereof accept account of Company, then Holder shall then have the terms right to include only such number of Warrant Shares that such advice by the underwriters indicates may be distributed without adversely affecting the distribution of the underwriting as agreed upon securities solely for Company's account. As between the Company Holder and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion any other holders of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares Capital Stock requesting to be included in such Public Offering, such availability for inclusion in the underwriting in accordance with the foregoing is less than registration for such Public Offering shall be allocated pro rata based upon the total number of shares which the Holders of Registrable Shares have requested Capital Stock owned or purchasable. In connection with an underwritten Public Offering, provided that all other holders of equity interests of Company are subject to be includedidentical (or more restrictive) restrictions with respect to their equity interests, then Holder shall agree to refrain from selling or otherwise transferring (other than to a Holder-Affiliated Transferee) any Warrant Shares not included in such Public Offering for a period of time (not to exceed 90 calendar days after the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities effective date of the registration statement for such Public Offering) as may be appropriate under the circumstances and reasonably requested by Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than underwriters for such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Sharesoffering. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever If the Company proposes to file a Registration Statement at any time (other than a registration relating solely pursuant to Section 4 or Section 6) proposes to register any of its securities under the Securities Act for sale to the sale public, whether for its own account or for the account of securities other security holders or both (except with respect to participants in a Company stock registration statements on Forms ▇-▇, ▇-▇ or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any another form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of available for registering the Registrable SharesSecurities for sale to the public), or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any each such time and from time to time, it will, prior to such filing, will give written notice to all Holders holders of outstanding Registrable Securities of its intention so to do so and, upon do. Upon the written request of a Holder or Holders given any such holder, received by the Company within twenty (20) 10 days after the Company provides giving of any such noticenotice by the Company, to register any of its Registrable Securities, the Company shall will use its reasonable best efforts to cause all the Registrable Shares Securities as to which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company registration shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have been so requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Securities so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Securities owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that if any shares are to be included in accordance with such underwriting for the foregoing is account of any person other than the Company or requesting holders of Registrable Securities, such number of shares of Registrable Securities shall be reduced pro rata based on the ownership of the selling stockholders that include shares in such registration of shares of Common Stock (determined on a fully-diluted basis); and provided, further, however, that in no event may less than one-third of the total number of shares which the Holders of Common Stock to be included in such underwriting be made available for shares of Registrable Shares have requested to be includedSecurities. Notwithstanding the foregoing provisions, then the Company may include all securities proposed withdraw any registration statement referred to be registered by in this Section 5 without thereby incurring any liability to the Company to be sold for its own account; provided, however, that the number holders of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable SharesSecurities. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely pursuant to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to timeSection 2), it will, prior to such filing, give written notice to all Holders Stockholders of its intention to do so and, upon the written request of a Holder Stockholder or Holders Stockholders given within twenty (20) 20 days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder(s); provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 3 without obligation to any Holder other than pursuant to Section E.Stockholder. (iib) In connection with any offering under this Section C 3 involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion Opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that which the Holders holders have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect. If In the event of such a reduction in the number of Registrable Shares shares to be included in the underwriting in accordance with the foregoing is less underwriting, all shares other than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) before any Registrable Shares are excluded from the underwriting and the Holders holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If Registrable Shares (or in any Holder other proportion as agreed upon by such holders) and if any holder would thus be entitled to include more shares than such Holder holder requested to be registered, the excess shall be allocated among other requesting Holders holders pro rata based upon on their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever If the Company at any time proposes to file ----------------------- on its behalf or on behalf of any of its security holders a Registration Statement registration statement under the Securities Act on any form (other than a registration relating solely to statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the sale of securities to participants in a Company stock or equity compensation planfunctional equivalent of, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on rights) for any form class that does not include substantially is the same information as would be required or similar to be included in a registration statement covering the sale of the Registrable SharesSecurities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, then it will, prior to such filing, will give written notice setting forth the terms of the proposed offering and such other information as any Holder may reasonably request to all Holders at least thirty (30) days before the initial filing with the Commission of its intention such registration statement, and offer to do so and, upon include in such filing such Registrable Securities as any Holder may request. Each Holder desiring to have Registrable Securities registered under this Section 6.02 will advise the written request of a Holder or Holders given Company in writing within ------------ twenty (20) days after the date of receipt of such notice from the Company, setting forth (i) the amount of such Registrable Securities for which registration is requested and (ii) the intended disposition of such Registrable Securities. The Company provides will thereupon include in such noticefiling the number of Registrable Securities for which registration is so requested, the Company shall and will use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered effect registration under the Securities Act; provided that Act of such Registrable Securities. Notwithstanding the Company shall have foregoing, if the right to postpone managing underwriter or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any underwriters, if any, of such offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the deliver a written opinion to each Holder of the underwriters, jeopardize such Registrable Securities that the success of the offering would be materially and adversely affected by the Company. If in the written opinion inclusion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have Securities requested to be included, then the Company may include all amount of securities proposed to be registered by offered for the Company accounts of all Holders will be reduced pro rata (based on the ratio that each such Holder's requested securities bears to the total number of shares requested to be sold for its own accountincluded in such registration statement) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, -------- ------- that if securities are being offered for the number account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered to all Holders, the proportion by which the amount of such class of securities intended to be offered by all Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; provided, -------- further, that in no event shall the amount of Registrable Shares shall not Securities intended to ------- be offered by all Holders be reduced unless all other securities below twenty-five percent (25%) of the Company are first excluded from the underwriting (including total amount of securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Sharesoffered. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement covering shares of Common Stock (other than a registration Registration Statement relating solely to the sale of securities to participants in employees of the Company or a Company stock or equity compensation plan, a registration relating subsidiary pursuant to a corporate reorganization stock option, stock purchase, or other transaction under Rule 145 of the Securities Act, similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, ) at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon so. Upon the written request of a Holder or Holders given within twenty (20) 20 days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares Shares, and any other shares of Common Stock held by such Holder on the date hereof, which the Company has been requested by such Holder or Holders to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder or Holders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 2.2 without obligation to any Holder other than Holder. (b) If the registration for which the Company gives notice pursuant to Section E. (ii2.2(a) In connection with any is a registered public offering under this Section C involving an underwriting, the Company shall not be required so advise the Holders as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the right of any Holder to include any its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting unless the Holders thereof accept on the terms of set forth herein and (ii) all Holders including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If any Holder who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written opinion of notice to the Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then advises the Company shall be required to include in the underwriting only writing that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If marketing factors require a limitation on the number of Registrable Shares shares to be included in underwritten, the underwriting in accordance with the foregoing is less than the total number shares held by holders of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first other than Holders and Other Holders shall be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, if a further reduction of the number of shares is required, the number of shares that may be included in such Registration Statement and underwriting (including securities held by employeesshall be allocated among all Investors first, officers and directors) all Founders second, and any remaining shares to the Other Holders of Registrable Shares who have requested requesting registration shall participate in proportion, as nearly as practicable, to the underwriting pro rata based upon their total ownership respective number of shares of Common Stock of (on an as-converted basis) held by them on the Companydate the Company gives the notice specified in Section 2.2(a). If any Holders or Other Holder would thus be entitled to include more shares than such Holder holder requested to be registered, the excess shall be allocated among other requesting Holders and Other Holders pro rata based upon their total ownership of Registrable Sharesin the manner described in the preceding sentence. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. During the Registration Period, each holder of Registrable Securities will have a right to have its Registrable Securities included in registration statements filed by the Company on general registration forms under the Securities Act, except as otherwise provided herein. The Company will notify each such holder in writing (ithe "Company Notice") Whenever promptly after making the decision to file a registration statement under the Securities Act with respect to the proposed sale of the Company's equity securities (except with respect to registration statements filed on Forms S-4 or S-8 or such others in similar form then in effect under the Securities Act), specifying in the Company Notice the form of registration statement, the number of shares of securities the Company proposes to file register, the name of the managing underwriter or underwriters (if any) and the general terms and conditions of the proposed registration and sale. Subject to Section 1.6 and the remainder of this Section 1.1, if requested by any holder of Registrable Securities in a Registration Statement writing (other than a registration relating solely the "Investor Notice"), delivered to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon the written request of a Holder or Holders given within twenty (20) later than 30 days after the Company provides gives the Company Notice, to include in such noticeregistration statement Registrable Securities (the "Requested Shares"), the Company shall will use its reasonable best efforts to include the Requested Shares in the registration statement, and, if the proposed sale is to be underwritten, to cause all Registrable Shares which the underwriters of securities to be sold by the Company has been requested by in such Holder or Holders registration statement to register to be registered under purchase such Requested Shares. In the Securities Act; provided event that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to 1.1 shall be an underwritten offering of securities of the Company, any Holder other than request by such holders pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting1.1 to register the Requested Shares, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by itmay, and then only in such quantity, subject to the restrictions set forth below, as will but need not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares specify that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares shares are to be included in the underwriting in accordance with on the foregoing is less than same terms and conditions as the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholderssecurities, if any, otherwise being sold through underwriters under such registration. In the event of an underwritten offering by the Company, such notice shall also specify as to whether such holder of Registrable Securities desires that any of such Requested Shares to be included in any such registration statement be subject to any over-allotment option granted the underwriters of such offering. No holder shall be required to have its Requested Shares be part of any underwritten offering and/or subject to any over-allotment option granted any underwriter by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters shall inform the Company of its opinion, at least 15 days prior to the date that the registration statement becomes effective, that part or all the Requested Shares be excluded from the registration statement on the ground that the inclusion of such Requested Shares will adversely affect the orderly sales and distribution of the Common Stock being sold, the Company shall include first all securities distributing to be sold by the Company for its own account and then all securities (including the Requested Shares) to holders which have the right to require that their shares through securities be included in the registration on a pro rata basis. If the underwriters agree to purchase any of the Requested Shares beneficially owned by any holder who has agreed that such underwriting) Requested Shares shall be sold pursuant to the underwritten offering or pursuant to the exercise of any over-allotment option as described above, such holders will enter into an underwriting agreement in customary form with the underwriters and will sell such Requested Shares to the underwriters unless, and except to the extent that, upon written notice to the Company and the managing underwriter or underwriters selected for at least two days prior to the underwritingeffective date of the registration statement, any such holder withdraws any portion of such Requested Shares. If the underwriters elect to purchase less than all the Requested Shares beneficially owned by holders who have agreed that such Requested Shares shall be sold pursuant to the underwritten offering or pursuant to the exercise of any over-allotment option, the underwriters shall purchase such Requested Shares on a pro rata basis among the Requested Shares that were included in the timely requests from holders of Registrable Securities under this subsection and the Requested Shares requested to be included in the registration statement by other stockholders holding registration rights and who have requested that such shares be sold pursuant to the underwritten offering or pursuant to the exercise of an over-allotment option. Notwithstanding the foregoing, the Company may withdraw any registration statement referred to in this Section 1 without any liability to the holders of Registrable Securities.

Incidental Registration. (i) Whenever If the Company at any time proposes to file on its behalf or on behalf of any of its security holders a Registration Statement registration statement under the Securities Act on any form (other than a registration relating solely to statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the sale of securities to participants in a Company stock or equity compensation planfunctional equivalent of, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on rights) for any form class that does not include substantially is the same information as would be required or similar to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to timeSecurities, it will, prior to such filing, will give written notice setting forth the terms of the proposed offering and such other information as the Holders may reasonably request to all Holders holders of its intention to do so and, upon the written request of a Holder or Holders given within Registrable Securities at least twenty (20) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section 7.02 will advise the Company in writing within ten (10) days after the date of receipt of such notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company provides will thereupon include in such noticefiling the number of Registrable Securities for which registration is so requested, the Company shall and will use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered effect registration under the Securities Act; provided that Act of such Registrable Securities. Notwithstanding the Company shall have foregoing, if the right to postpone managing underwriter or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any underwriters, if any, of such offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the deliver a written opinion to each Holder of the underwriters, jeopardize such Registrable Securities that the success of the offering would be materially and adversely affected by the Company. If in the written opinion inclusion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have Securities requested to be included, then the Company may include all amount of securities proposed to be registered by offered for the Company accounts of Holders will be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be sold for its own accountincluded in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the number account of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of persons as well as the Company. If any Holder would thus be entitled , then with respect to include more shares than such Holder requested the Registrable Securities intended to be registeredoffered to Holders, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership proportion by which the amount of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, such class of securities distributing their shares through intended to be offered by Holders is reduced will not exceed the proportion by which the amount of such underwritingclass of securities intended to be offered by such other Persons (other than the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwritingis reduced.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders Stockholders of its intention to do so andso; provided, upon that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.1(b). Upon the written request of a Holder Stockholder or Holders Stockholders given within twenty (20) 20 days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder Stockholder or Holders Stockholders to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this this Section C 2.1 without obligation to any Holder other than Stockholder. (b) If the registration for which the Company gives notice pursuant to Section E. (ii2.1(a) In connection with any is a registered public offering under this Section C involving an underwriting, the Company shall not be required so advise the Stockholders as a part of the written notice given pursuant to Section 2.1(a). In such event, the right of any Stockholder to include any its Registrable Shares in such registration pursuant to Section 2.1 shall be conditioned upon such Stockholder's participation in such underwriting unless the Holders thereof accept on the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth belowherein, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares Stockholders proposing to distribute their securities in an offering under this Section C involving an through such underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company, provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.4. Notwithstanding any other provision of this Section 2.1, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.1(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw-there from by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Incidental Registration. (i) Whenever If the Company proposes to file a Registration Statement (other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or any comparable forms or successors thereto or another form not available for registering the Registrable Securities for sale to the public), each such time to time, it will, prior to such filing, will promptly give written notice to all Holders holders of the Registrable Securities of its intention so to do so and, upon do. Upon the written request of a Holder or Holders given any such holder received by the Company within twenty (20) days after the giving of any such notice by the Company provides such noticeto register any or all of its Registrable Securities, the Company shall will use its reasonable best efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Shares Securities so registered. If the registration of which the Company has been requested by such Holder or Holders to register to be gives notice is for a registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any public offering under this Section C involving an underwriting, the Company shall not so advise the holders of Registrable Securities as a part of the written notice given pursuant to this Section 2.4. In such event the right of any holder of Registrable Securities to registration pursuant to this Section 2.4 shall be required to include any Registrable Shares conditioned upon such holder’s participation in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Companyextent provided herein. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number All holders of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares Securities proposing to distribute their securities in an offering under this Section C involving an through such underwriting shall (together with the Company and other shareholders, if any, of securities the Other Stockholders distributing their shares securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 2.4, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, such limitation will be imposed pro rata with respect to all securities whose holders have a contractual, incidental (“piggyback”) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right; provided, however, that the number of Registrable Securities shall not be reduced below thirty percent (30%) of the number of Registrable Securities requested to be included in such underwriting; and provided further that the number of Registrable Securities underlying Preferred Stock shall not be reduced below twenty-five percent (25%) of the number of securities included in such underwriting. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.4 for any reason without thereby incurring any liability to the holders of Registrable Securities. If any holder of Registrable Securities disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement covering shares of Common Stock (other than a registration relating solely Registration Statement filed pursuant to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Holders Purchasers of its intention to do so and, upon so. Upon the written request of a Holder Purchaser or Holders Purchasers given within twenty (20) 20 days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its commercially reasonable efforts to cause all Registrable Shares which the Company has been requested by such Holder Purchaser or Holders Purchasers to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Purchaser or Purchasers; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 2.2, prior to the effective date of such registration, without obligation to any Holder other than Purchaser. The expenses of any registration withdrawn pursuant to this Section 2.2(a) shall be borne by the Company in accordance with Section 2.4. (b) If the registration for which the Company gives notice pursuant to Section E. (ii2.2(a) In connection with any is a registered public offering under this Section C involving an underwriting, the Company shall not be required so advise the Purchasers as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the right of any Purchaser to include any its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Purchaser’s participation in such underwriting unless the Holders thereof accept on the terms of set forth herein and (ii) all Purchasers including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If any Purchaser who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written opinion of notice to the Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter advises the registration Company in writing that marketing factors require a limitation on the number of all, or part ofshares to be underwritten, the Registrable Shares shares held by holders of securities of the Company other than Purchasers and Other Holders shall be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, if a further reduction of the number of shares is required, the number of shares that the Holders have requested to may be included would adversely affect in such public offeringRegistration Statement and underwriting shall be allocated among all Purchasers and Other Holders requesting registration in proportion, then as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) held by them on the date the Company shall be required to include gives the notice specified in Section 2.2(a); provided that, unless such registration is in connection with the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If Company’s Initial Public Offering, the number of Registrable Shares permitted to be included therein shall in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to any event be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities at least 25% of the Company are first excluded from the underwriting securities included therein (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Companyon aggregate market values). If any Purchaser or Other Holder would thus be entitled to include more shares than such Holder holder requested to be registered, the excess shall be allocated among other requesting Purchasers and Other Holders pro rata based upon their total ownership of Registrable Sharesin the manner described in the preceding sentence. (iiic) All Holders of Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 2.2, to include any Registrable Shares proposing in a Registration Statement (other than in the Initial Public Offering) if such Registrable Shares can then be sold pursuant to distribute their securities in an offering Rule 144(b)(1)(i) under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwritingSecurities Act.

Incidental Registration. (ia) Whenever Each time the Company proposes shall determine to file a Registration Statement (registration statement under the Securities Act other than a registration relating solely pursuant to Section 2 hereof and other than on Form S-4 or S-8 in connection with the proposed offer and sale for money of any of its securities either for its own account or on behalf of any other security holder, the Company agrees to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give prompt written notice of its determination to all Holders of its intention to do so and, upon Registrable Securities. Upon the written request of a Holder or Holders of any shares of Registrable Securities given within twenty thirty (2030) days after the Company provides receipt of such noticewritten notice from the Company, the Company shall use its reasonable efforts agrees to cause all such Registrable Shares Securities, the Holders of which the Company has been have so requested by such Holder or Holders to register registration thereof, to be included in such registration statement and registered under the Securities Act; provided that , all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than gives written notice pursuant to Section E. (ii3(a) In connection with any is for a public offering under this Section C involving an underwriting, the Company agrees to so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 shall not be required to include any Registrable Shares conditioned upon such Holder's participation in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in inclusion of such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Holder's Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include Securities in the underwriting only that number of Registrable Shares that to the managing underwriter believes may be sold without causing such adverse effectextent provided herein. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an Registrable Securities through such underwriting shall agree to enter into (together with the Company and the other shareholders, if any, of securities holders distributing their shares securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the underwritingCompany, provided that such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a majority of the shares of Registrable Securities requested to be included in such registration. (c) Notwithstanding any other provision of this Section 3, if the managing underwriter of an underwritten distribution advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of shares of Registrable Securities and the other securities requested to be registered exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering, then (i) the number of shares of Registrable Securities and other securities so requested to be included in the offering shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering (except for (x) shares to be included pursuant to demand registration rights granted by the Company in accordance with Section 7 hereof, in an offering initiated upon the exercise of such rights, (y) shares to be issued by the Company in an offering initiated by the Company, which shall have priority over the shares of Registrable Securities, and (z) that number of shares of Common Stock with a proposed public offering price not to exceed, in the aggregate, $7.0 million to be sold by ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ upon the exercise of the over-allotment option granted to the managing underwriters of the initial public offering pursuant to an effective registration statement under the Securities Act covering the offering and sale of the Common Stock of the Company for the account of the Company), provided, however that, in connection with a public offering of the Company's Common Stock pursuant to an effective registration statement under the Securities Act (other than the initial public offering), in no event shall the number of shares of Registrable Securities be reduced below that number of shares equal to 20% of the aggregate number of shares of Registrable Securities and all other securities to be sold in such offering, and (ii) such reduced number of shares shall be allocated among all participating Holders of Registrable Securities and the holders of other securities in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities and other securities held by such Holders and other holders at the time of filing the registration statement. All Registrable Securities and other securities which are excluded from the underwriting by reason of the underwriter's marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration and shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred and eighty (180) days, which the managing underwriter reasonably determines is necessary to effect the underwritten public offering.

Incidental Registration. (ia) Whenever From the date hereof and until the end of the Earn Out Period, with respect to all Stockholders, and (ii) thereafter throughout the remainder of the Standstill Period for so long as a Stockholder owns more than 1% of outstanding Company Common Stock (assuming conversion of the Company Preferred Stock), and subject to Section 5.6, if at any time the Company determines that it shall file a registration statement under the Securities Act for the registration of Company Common Stock (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer, an offering of securities solely to the Company’s existing stockholders, or a registration statement registering Company Common Stock which is issuable solely upon conversion of debt securities) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf or on behalf of selling holders of its securities for the general registration of Company Common Stock to be sold for cash, the Company shall each such time promptly give the Stockholders’ Representative written notice of such determination setting forth the date on which the Company proposes to file a Registration Statement such registration statement, which date shall be no earlier than 15 business days from the date of such notice, and advising the Stockholders of their right to have Registrable Stock included in such registration; provided, however, that such right to have Registrable Stock included in such registration shall not terminate for LLC Stockholder but shall continue for so long as LLC Stockholder owns more than 1% of outstanding Company Common Stock (other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 assuming conversion of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon Company Preferred Stock). Upon the written request of a Holder or Holders given within twenty (20) Stockholder received by the Company no later than 15 business days after the Company provides such noticedate of the Company’s notice to the Stockholders’ Representative, the Company shall use its all reasonable efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided Act all of the Registrable Stock that the Company shall have the right each such Stockholder has so requested to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E.be registered. (iib) In connection with any offering under this Section C involving an underwritingIf, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter (or, in the registration case of alla non-underwritten offering, in the written opinion of the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or part of, (ii) without otherwise materially and adversely affecting the Registrable Shares that the Holders have requested to be included would adversely affect such public entire offering, then the Company shall be required entitled to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If reduce the number of shares of Registrable Shares Stock to be sold in such offering by the Stockholders and any other stockholder of the Company hereafter granted incidental registration rights in proportion (as nearly as practicable) to the amount of Registrable Stock requested to be included in by each Stockholder and each other stockholder at the underwriting in accordance with time of filing the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested registration statement. The Company agrees not to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all give any other securities stockholder of the Company are first excluded from registration rights superior to those granted to the underwriting (including securities held by employees, officers and directors) and Stockholders without the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable SharesStockholders’ Representative’s prior written approval. (iiic) All Holders If, at any time after giving written notice of Registrable Shares proposing its intention to distribute their securities register any Company Common Stock and prior to the effective date of the registration statement filed in an offering under this Section C involving an underwriting shall (together connection with such registration, the Company shall determine for any reason not to register or to delay registration of such Company Common Stock, the Company may, at its election, give written notice of such determination to the Stockholders’ Representative and other shareholders(i) in the case of a determination not to register, if anyshall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (ii) in the case of securities distributing their shares through a determination to delay such underwriting) enter into an underwriting agreement in customary form with registration of its equity securities, shall be permitted to delay the underwriter or underwriters selected registration of such Registrable Securities for the underwritingsame period as the delay in registering such other equity securities.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders Stockholders of its intention to do so and, upon the written request of a Holder or Holders any such Stockholders given within twenty thirty (2030) days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders Stockholders to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 2.2 without obligation to any Holder other than pursuant to Stockholder. The registration rights provided for in this Section E.2.2 shall continue in effect until the tenth anniversary of the date of this Agreement (when the registration rights provided for in this Section 2.2 shall expire and terminate). (iib) In connection with any offering registration under this Section C 2.2 involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting registration unless the Holders holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to . If the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of underwriter managing the offering by the Company. If in the written opinion determines that, because of the managing underwriter the registration marketing factors, all of all, or part of, the Registrable Shares that the Holders have requested to be registered by all Stockholders may not be included would adversely affect such public in the offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares Stockholders who have requested registration shall participate in the underwriting registration, together with any other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration, pro rata based upon their total ownership of shares of Common Stock (giving effect to the conversion into Common Stock of the Companyall securities convertible thereinto). If any Holder holder would thus be entitled to include more shares securities than such Holder holder requested to be registered, the excess shall be allocated among the other requesting Holders holders pro rata based upon their total ownership of Registrable Sharesin the manner described in the preceding sentence. (iiic) All Holders of Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 2.2, to include any Registrable Shares proposing in a Registration Statement (other than in the Initial Public Offering) if such Registrable Shares can then be sold pursuant to distribute their securities in an offering Rule 144(k) under this Section C involving an underwriting shall (together with the Company Securities Act and other shareholders, if any, represent less than 1% of securities distributing their the then outstanding shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwritingof Common Stock.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely pursuant to Section 9.1 or pursuant to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering for the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, Company’s initial public offering ) at any time and from time to time, it will, prior to such filing, give written notice to all Holders Investor Stockholders of its intention to do so and, upon the written request of a Holder an Investor Stockholder or Holders Investor Stockholders given within twenty (20) 20 days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder Investor Stockholder or Holders Investor Stockholders to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Investor Stockholder or Investor Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 9.2 without obligation to any Holder other than pursuant to Section E.Investor Stockholder. (iib) In connection with any offering registration under this Section C 9.2 involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting registration unless the Holders holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in it (provided that such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Companyterms must be consistent with this Agreement). If in the written opinion of the managing underwriter it is appropriate because of marketing factors to limit the registration number of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public in the offering, then the Company shall be required to include in the underwriting registration only that number of Registrable Shares that Shares, if any, which the managing underwriter believes may should be sold without causing included therein; provided that no persons or entities other than the Company and the Investor Stockholders shall be permitted to include securities in the offering and, unless such adverse effectoffering is the Initial Public Offering, the number of Registrable Shares to be included in such offering shall not be less than 30% of the Registrable Shares requested by the Investor Stockholders to be so included. If the number of Registrable Shares to be included in the underwriting offering in accordance with the foregoing is less than the total number of shares which the Holders holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders holders of Registrable Shares who have requested registration shall participate in the underwriting registration pro rata based upon on their total ownership of shares of Common Stock (giving effect to the conversion or reclassification into Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Sharesall securities convertible or re-classifiable therein). (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever If KMOC proposes at any time to register KMOC Common Stock under the Company proposes to file a Registration Statement Securities Act (other than a registration relating solely pursuant to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, on Form S-8 or Form S-4 (or a registration in which the only similar successor form)) with respect to an offering of KMOC Common Stock being registered is Common Stock issuable upon conversion for its own account or for the account of debt securities that are also being registered, at any time and from time to timeof its security holders, it will, prior to such filing, will promptly give written notice thereof to all Holders Waldo (but in no event less than fifteen days before the anticipated filing date), and offer the Waldo Entities the opportunity to register such number of its intention to do so and, upon Registrable Shares as the Waldo Entities may request. Upon the written request of a Holder or Holders given Waldo made within twenty (20) 30 days after the Company provides receipt of any such notice, notice (which request shall specify the Company shall use its reasonable efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register intended to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms disposed of the underwriting as agreed upon between the Company by each Waldo Entity and the underwriters selected by itintended method of disposition thereof), and then only in such quantityKMOC will, subject to the restrictions set forth belowterms of this Agreement, use its best efforts to include the Registrable Shares which KMOC has been requested to register in such registration. (a) If the proposed registration by KMOC is an underwritten Public Offering of KMOC Common Stock, then KMOC will use its best efforts to cause the managing underwriter or underwriters to include the Registrable Shares requested to be included by Waldo among those securities to be distributed by or through such underwriters (on the same terms and conditions as will notthe KMOC Common Stock of KMOC included therein to the extent appropriate). Notwithstanding the foregoing, if in the written opinion reasonable judgment of the managing underwriters or underwriters, jeopardize the success of the offering Public Offering would be adversely af- fected by the Company. If in the written opinion inclusion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may KMOC shall include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that in such registration the number (if any) of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder so requested to be registeredincluded which in the opinion of such underwriters can be sold, but only after the excess shall be allocated among other requesting Holders pro rata based upon their total ownership inclusion in such registration of Registrable SharesKMOC Common Stock being sold by KMOC. (iiib) All Holders If, at any time after giving written notice of its intention to register KMOC Common Stock and prior to the effective date of the registration statement filed in connection with such registration, KMOC shall determine for any reason either not to register, or to delay registration of, such securities, KMOC may, at its election, give written notice of such determination to Waldo and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Shares proposing in connection with such registration or (ii) in the case of a determination to distribute their securities delay registering, shall be permitted to delay registering any Registrable Shares, for the same period as the delay in an registering such other KMOC Common Stock. (c) The selection of the underwriters for any such offering under this Section C involving an underwriting shall be at the sole discretion of KMOC. (together d) KMOC will pay expenses associated with the Company registration and other shareholderssale of the Registrable Shares including without limitation legal, if anyaccounting, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form printing and distribution fees and expenses, except for registration fees associated with the underwriter or underwriters selected for Registrable Shares and commissions and underwriting discounts payable with respect to the underwritingRegistrable Shares, which shall be paid by Waldo.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders Stockholders of its intention to do so and, upon the written request of a Holder Stockholder or Holders Stockholders given within twenty (20) days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder Stockholder or Holders Stockholders to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C subsection 1.3 without obligation to any Holder other than pursuant to Section E.Stockholder. (iib) In connection with any offering under this Section C subsection 1.3 involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, quantity as will not, in the written opinion of the underwriters, jeopardize have a material adverse effect on the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that which the Holders holders have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect; provided that no persons or entities other than the Company, the Stockholders and persons or entities holding registration rights granted in accordance with subsection 1.9 hereof shall be permitted to include securities in the offering. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders holders of Registrable Shares have requested to be included, then the Company may include all number of shares to be offered shall be reduced or limited in the following order of priority: (i) FIRST, the securities proposed to be registered by the Company to be sold for its own accountaccount (except where the Company is the party that initiated such registration); provided(ii) SECOND, howeverthe number of shares to be offered by all other holders of securities of the Company other than the holder of Registrable Shares or other holders who have registration rights (except where such other holders have initiated such registration) to the extent necessary to reduce the total number of shares as recommended by such managing underwriters; and (iii) THIRD, that if further reduction or limitation is required, the number of shares to be offered for the account of the Stockholders and other persons having registration rights shall be reduced or limited on a PRO RATA basis in proportion to the relative number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company Stockholders and other shareholders, if any, of securities distributing their shares through persons having registration rights participating in such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwritingregistration.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely Registration Statement filed pursuant to the sale of securities to participants in Section 2.1 and a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required Registration Statement covering shares to be included in a registration statement covering sold solely for the sale account of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, Other Holders) at any time and from time to timetime after the closing of the Initial Public Offering, it will, prior to such filing, give written notice to all Holders Stockholders of its intention to do so andso; provided, upon that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Upon the written request of a Holder Stockholder or Holders Stockholders given within twenty (20) 20 days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder Stockholder or Holders Stockholders to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 2.2 without obligation to any Holder other than Stockholder. (b) If the registration for which the Company gives notice pursuant to Section E. (ii2.2(a) In connection with any is a registered public offering under this Section C involving an underwriting, the Company shall not be required so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include any its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting unless the Holders thereof accept on the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Companyherein. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares Stockholders proposing to distribute their securities in an offering under this Section C involving an through such underwriting shall (together with the Company Company, Other Holders, and other shareholders, if any, of securities any officers or directors distributing their shares securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 2.2, to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(k) under the Securities Act.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to timetime during the Exercise Period (following the Company's initial public offering of its securities under the 1933 Act or Regulation A thereunder), except on Forms S-4 or S-8, it will, prior to such filing, on three occasions give written notice to all Holders Stockholders of its intention to do so and, upon the written request of a Holder Stockholder or Holders Stockholders given within twenty (20) days after the Company provides such notice, the Company shall shall, subject to Subsection 7.3(b) hereof, use its reasonable best efforts to cause all Registrable Shares which that the Company has been requested by such Holder Stockholder or Holders Stockholders to register to be registered under the Securities 1933 Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C Subsection 7.3 without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwritingStockholder, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will notexcept, in the written opinion case of a registration that is withdrawn, to pay counsel fees and expenses incurred by the Stockholders in connection with such withdrawn registration. (b) If the offering to which the proposed registration under this Subsection 7.3 relates is to be distributed by or through an underwriter or underwriters, jeopardize the success of the offering by the Company. If and if in the written opinion of the managing underwriter the registration of all, or part ofpart, of the Registrable Shares that the Holders Stockholders have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares Shares, if any, that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which that the Holders of Registrable Shares Stockholders have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares Stockholders who have requested registration shall participate in the underwriting pro rata based upon on their total ownership of shares of Common Stock of the Company. If Registrable Shares and if any Holder Stockholder would thus be entitled to include more shares than such Holder Stockholder requested to be registered, the excess shall be allocated among other requesting Holders Stockholders pro rata based upon on their total ownership of Registrable Shares. By accepting this Warrant, the Holder agrees that if requested by such underwriter, the Holder and/or its assigns will sell any Registrable Shares that are subject to the Registration Statement to or through such underwriters at the same price to be paid to the Company or other selling stockholders if the Company or other selling stockholders are offering Common Stock. (iiic) All Holders of In the event that the Company proceeds to register Registrable Shares proposing pursuant to distribute their securities in an offering a request made under this Section C involving an underwriting shall (together with Subsection 7.3, the Holder, if a Stockholder who sells Registrable Shares in such registered offering, agrees to sign such supplemental agreements as the Company and/or the managing underwriter shall request, restricting such Stockholder from selling or offering for sale any Registrable Shares (other than those being sold pursuant to the Registration Statement) for a period of up to ninety days after the effective date of such Registration Statement, provided that all officers, directors, and other shareholders, if any, 5-percent-or-greater shareholders also sign such agreements. The Company may impose stop-transfer instructions with respect to the Registrable Shares subject to the foregoing restriction until the end of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwritingrequired period.

Incidental Registration. (i) Whenever If at any time during the five year period following the Effective Time, the Company proposes to file a Registration Statement registration statement under the Securities Act (other than in connection with a registration relating solely to the sale of securities to participants in Demand Registration or a Company stock Registration Statement on Form S-4 or equity compensation planS-8, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does is substituting therefor or is a successor thereto) with respect to an offering of any Common Stock for its own account, then the Company shall give written notice of such proposed filing to all Purchasers as soon as practicable (but in no event less than three business days before the anticipated filing date), and such notice shall (i) offer each Purchaser the opportunity to register such number of Registrable Securities as it may request and (ii) describe such securities and specifying the form and manner and other relevant facts involved in such proposed registration (including, without limitation, whether or not such registration will be in connection with an Underwritten Offering and, if so, the identity of the managing underwriter and whether such Underwritten Offering will be pursuant to a "best efforts" or "firm commitment" underwriting). Each Purchaser shall advise the Company in writing within two business days after the date of receipt of such notice from the Company of the number of Registrable Securities for which registration is requested. The Company shall include substantially the same information as would be required in such Registration Statement all such Registrable Securities so requested to be included in a registration statement covering the sale of the Registrable Sharestherein, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon the written request of a Holder or Holders given within twenty (20) days after the Company provides if such noticeregistration is an Underwritten Registration, the Company shall use its reasonable best efforts to cause all the managing underwriter or underwriters to permit the Registrable Shares which Securities requested to be included in the registration statement for such offering to be included (on the same terms and conditions as similar securities of the Company has been requested by such Holder or Holders included therein to register to be registered under the Securities Actextent appropriate); provided provided, however, that if in the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms view of the underwriting as agreed upon between the Company and the managing underwriter or underwriters selected by it, and then only in of such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize offering the success of the offering would be materially and adversely affected by the Company. If in the written opinion inclusion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have Securities requested to be included, then (I) the Company may include all amount of securities proposed to be registered by offered for the Company to be sold for its own account; provided, however, that the number account of Registrable Shares shall not be reduced unless all each Participating Purchaser and other holders registering securities of the Company are first excluded from pursuant to similar incidental registration rights shall be reduced pro rata (according to the underwriting Registrable Securities beneficially owned by each such holder) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; and (including securities held by employeesII) if the actions described in clause (I) would, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock reasonable good faith judgment of the Company. If any Holder would thus managing underwriter, be entitled insufficient to include more shares than such Holder substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be registeredincluded would have on such offering, the excess such Registration Securities will be excluded from such offering. Nothing in this Agreement shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with prevent the Company and from granting any other shareholders, if any, Person or Persons any incidental registration rights on offerings by or on behalf of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwritingCompany from time to time.

Incidental Registration. Commencing immediately after the date of Closing (ias defined in the Subscription Agreement), if the Company determines that it shall file a registration statement under the 1933 Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company’s existing stockholders) Whenever on any form that would also permit the registration of the resale of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, at each such time the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file a Registration Statement such registration statement, which date shall be no earlier than thirty (other than a registration relating solely 30) days from the date of such notice, and advising each Holder of its right to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be have Registrable Stock included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon registration. Upon the written request of a any Holder or Holders given within received by the Company no later than twenty (20) days after the Company provides such date of the Company’s notice, the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms 1933 Act all of the underwriting as agreed upon between the Company and the underwriters selected by itRegistrable Stock that each such Holder has so requested to be registered. If, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter or underwriters (or, in the registration case of alla non-underwritten offering, in the written opinion of the placement agent, or part ofif there is none, the Registrable Shares that Company), the Holders have requested total amount of such securities to be included would so registered, including such Registrable Stock, will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affect such public affecting the entire offering, then the Company amount of Registrable Stock to be offered for the accounts of Holders shall be required reduced pro rata to include in the underwriting only that number extent necessary to reduce the total amount of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares securities to be included in such offering to the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own accountrecommended amount; provided, howeverthat if securities are being offered for the account of other Persons as well as the Company, that such reduction shall not represent a greater fraction of the number of Registrable Shares shall not securities intended to be reduced unless all offered by Holders than the fraction of similar reductions imposed on such other securities of Persons other than the Company are first excluded from over the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, amount of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwritingthey intended to offer.

Incidental Registration. (i) Whenever If the Company at any time proposes to file on its behalf or on behalf of any of its security holders a Registration Statement registration statement under the Securities Act on any form (other than a registration relating solely to statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the sale of securities to participants in a Company stock or equity compensation planfunctional equivalent of, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on rights) for any form class that does not include substantially is the same information as would be required or similar to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to timeSecurities, it will, prior to such filing, will give written notice setting forth the terms of the proposed offering and such other information as the Holders may reasonably request to all Holders holders of its intention to do so and, upon the written request of a Holder or Holders given within Registrable Securities at least twenty (20) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any Holder may request. Each Holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section 2.b. will advise the Company in writing within ten (10) days after the date of receipt of such notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company provides will thereupon include in such noticefiling the number of Registrable Securities for which registration is so requested, the Company shall and will use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered effect registration under the Securities Act; provided that Act of such Registrable Securities. Notwithstanding the Company shall have foregoing, if the right to postpone managing underwriter or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any underwriters, if any, of such offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the deliver a written opinion to each Holder of the underwriters, jeopardize such Registrable Securities that the success of the offering would be materially and adversely affected by the Company. If in the written opinion inclusion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have Securities requested to be included, then the Company may include all amount of securities proposed to be registered by offered for the Company accounts of Holders will be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be sold for its own accountincluded in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other Persons as well as the Company, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced will not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons (other than the Company) is reduced; and further provided, however, that with respect to any underwritten public offering other than the Company's next Public Offering, no less than 25% of the total number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder Securities requested to be registered, registered by the excess Holders shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities included in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders Stockholders of its intention to do so and, upon the written request of a Holder Stockholder or Holders Stockholders, given within twenty (20) 10 business days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder Stockholder or Holders Stockholders to register register, to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 2 without obligation to any Holder other than pursuant to Section E.Stockholder. (iib) In connection with any offering registration under this Section C 2 involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting registration unless the Holders holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter it is desirable because of marketing factors or otherwise to limit the registration number of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public in the offering, then the Company shall be required to include in the underwriting registration only that number of Registrable Shares that Shares, if any, which the managing underwriter believes may should be sold without causing such adverse effectincluded therein; provided, however, that no persons or entities other than the Company, the Stockholders and other persons or entities holding registration rights shall be permitted to include securities in the offering. If the number of Registrable Shares to be included in the underwriting offering in accordance with the foregoing is less than the total number of shares which the Holders holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders holders of Registrable Shares who have requested registration and other holders of securities entitled to include them in such registration shall participate in the underwriting registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the conversion into Common Stock of the Companyall securities convertible thereinto). If any Holder holder would thus be entitled to include more shares securities than such Holder holder requested to be registered, the excess shall be allocated among other requesting Holders holders pro rata based upon their total ownership of Registrable Sharesin the manner described in the preceding sentence. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely pursuant to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, subsection 10.1) at any time and from time to time, it will, prior to such filing, give written notice to all Holders Stockholders of its intention to do so and, upon the written request of a Holder Stockholder or Holders Stockholders given within twenty (20) thirty days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which that the Company has been requested by such Holder Stockholder or Holders Stockholders to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C section 10.2 without obligation to any Holder other than pursuant to Section E.Stockholder. (iib) In connection with any offering by the Company under this Section C section 10.2 involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting offering unless the Holders holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by itit (provided that such terms must be consistent with this Agreement), and then only in such quantity, subject to the restrictions set forth below, quantity as will not, in the written good faith opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders holders have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares Shares, if any, that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which that the Holders holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders holders of Registrable Shares who have requested registration and other holders of shares of Common Stock entitled to include shares of Common Stock in such registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the CompanyCompany (giving effect to the conversion into Common Stock of all securities convertible into Common Stock). If any Holder holder would thus be entitled to include more shares than such Holder holder requested to be registered, the excess shall be allocated among other requesting Holders holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon the written request of a Holder or Holders given within twenty (20) days after the Company provides such notice, the Company shall use its reasonable efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be 5 required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (ia) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely Registration Statement filed pursuant to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Holders Purchasers of its intention to do so and, upon so. Upon the written request of a Holder Purchaser or Holders Purchasers given within twenty (20) 20 days after the Company provides such noticenotice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder Purchaser or Holders Purchasers to register to be registered under the Securities ActAct to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Purchaser or Purchasers; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C 2.2 without obligation to any Holder other than Purchaser. (b) If the registration for which the Company gives notice pursuant to Section E. (ii2.2(a) In connection with any is a registered public offering under this Section C involving an underwriting, the Company shall not be required so advise the Purchasers as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the right of any Purchaser to include any its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Purchaser's participation in such underwriting unless on the Holders thereof accept terms set forth herein and (ii) all Purchasers including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting by the Company; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Purchasers materially greater than the obligations of the Purchasers pursuant to Section 2.5. If any Purchaser who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting as agreed upon between the Company and the underwriters selected underwriting, such person may elect, by it, and then only in such quantity, subject written notice to the restrictions set forth belowCompany, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Companyto withdraw its shares from such Registration Statement and underwriting. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then advises the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If writing that, in its discretion, market factors require a limitation on the number of Registrable Shares shares to be included in underwritten, the underwriting in accordance with the foregoing is less than the total number shares held by holders of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first other than Purchasers and the Questar Stockholders shall be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, if a further reduction of the number of shares is required, the number of shares that may be included in such Registration Statement and underwriting (including securities held by employees, officers and directors) shall be allocated among all Purchasers and the Holders of Registrable Shares who have requested Questar Stockholders requesting registration shall participate in proportion, as nearly as practicable, to the underwriting pro rata based upon their total ownership respective number of shares of Common Stock of (on an as-converted basis) held by them on the Companydate the Company gives the notice specified in Section 2.2(a). If any Holder Purchaser or Questar Stockholders would thus be entitled to include more shares than such Holder holder requested to be registered, the excess shall be allocated among other requesting Holders Purchasers and Questar Stockholders pro rata based upon their total ownership of Registrable Sharesin the manner described in the preceding sentence. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (ia) Whenever Right to Include Registrable Securities. Commencing on the Company proposes to file a Registration Statement (other than a registration relating solely to date of this Agreement, if the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredCompany, at any time and or from time to time, it willproposes to register any of its equity securities under the Securities Act (other than in a registration on Form S-4 or S-8 or any successor form to such forms and other than pursuant to Sections 2.1 or 2.2) whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, the Company shall deliver prompt written notice (which notice shall be given at least 30 days prior to such filing, give written notice proposed registration) to all Holders of Registrable Securities of its intention to do so andundertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such Holders' right to participate in such registration under this Section 2.3 as hereinafter provided. Subject to the other provisions of this paragraph (a) and Section 2.3(b), upon the written request of a any Holder or Holders given made within twenty (20) 20 days after the Company provides receipt of such noticewritten notice (which request shall specify the amount of Registrable Securities to be registered), the Company shall use its reasonable efforts to cause effect the registration under the Securities Act of all Registrable Shares Securities requested by Holders to be so registered (an "Incidental Registration"), to the extent required 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 has been requested by such Holder or Holders proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Article IV. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwritingsold, the Company shall not be required so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms effective date of the underwriting as agreed upon between Incidental Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any securities and the underwriters selected by it, and then only in such quantity, subject prior to the restrictions set forth beloweffective date of the Incidental Registration Statement filed in connection with such registration, as will notthe 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 Holder of Registrable Securities and, thereupon, (A) in the written opinion case of the underwritersa determination not to register, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required relieved of its obligation to include register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of Holders to cause such registration to be effected as a registration under Sections 2.1 or 2.2, and (B) in the underwriting only that number case of Registrable Shares that the managing underwriter believes may be sold without causing a determination to delay such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be includedregistration, then the Company may include all securities proposed shall be permitted to be registered by delay the Company to be sold registration of such Registrable Securities for its own accountthe same period as the delay in registering such other securities; provided, however, that if such delay shall extend beyond 120 days from the date the Company received a request to include Registrable Securities in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There is no limitation on the number of Registrable Shares shall not be reduced unless all other securities of such Incidental Registrations pursuant to this Section 2.3 which the Company are first excluded from is obligated to effect. The registration rights granted pursuant to the underwriting (including securities held by employees, officers and directors) and the Holders provisions of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess this Section 2.3 shall be allocated among in addition to the registration rights granted pursuant to the other requesting Holders pro rata based upon their total ownership provisions of Registrable SharesArticle II hereof. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever If at any time the Company proposes to file register any of its securities under the Act on a Registration Statement registration form usable for resales generally (other than a registration statement on Form S-8 or other form similar thereto relating solely to employee benefit plans hereinafter adopted by the Securities and Exchange Commission), it will give written notice, at least thirty (30) days prior to the sale filing of securities any such registration statement, to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 the Holder of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time this Warrant and from time to time, it will, prior to such filing, give written notice to all Holders other holders of Warrants and/or Warrant Shares of its intention to do so and, upon so. If 51% of the written request outstanding holders of a Holder or Holders given Warrant and/or Warrant Shares notify the Company within twenty (20) days after the Company provides receipt of any such noticenotice of their desire to include their Warrant Shares, in whole or in part, in such proposed registration statement, the Company shall use its reasonable best efforts to cause all Registrable afford such holders the opportunity to have their Warrant Shares which the Company has been requested by such Holder or Holders to register to be registered under such registration statement. Notwithstanding the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwritingforegoing, the Company shall not be required to include any Registrable Warrants and/or Warrant Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject any registration statement relating to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such an underwritten public offering. Notwithstanding the provisions of this Section 5.2, then the Company shall be required have the right at any time after it shall have given written notice pursuant to include in this Section 5.2 (irrespective of whether a written request for inclusion of Warrant Shares shall have been made) to elect not to file any such proposed registration statement, or to withdraw the underwriting only that number of Registrable Shares that same after the managing underwriter believes may be sold without causing filing thereof. In addition, if such adverse effect. If registration statement relates to an underwritten public offering and the number of Registrable shares to be offered is reduced by the underwriter(s) subsequent to the initial filing thereof with the Securities and Exchange Commission, the number of Warrant Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not under such registration statement will be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable SharesPro rata. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever If the Company proposes to file a Registration Statement at any time (other than a registration relating solely with respect to its IPO) proposes to register any of its securities under the Securities Act for sale to the sale public, whether for its own account or for the account of securities other security holders or both (except with respect to participants in a Company stock registration statements on Forms ▇-▇, ▇-▇ or equity compensation plan, a registration relating any successor to a corporate reorganization such forms or other transaction under Rule 145 of the Securities Act, a registration on any another form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of available for registering the Registrable SharesSecurities for sale to the public), or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any each such time and from time to time, it will, prior to such filing, will promptly give written notice to all Holders holders of the Registrable Securities of its intention to do so and, upon after the initial filing but before effectiveness of the registration statement relating thereto. Upon the written request of a Holder or Holders given any such holder, received by the Company within twenty ten (2010) days after the Company provides giving of any such noticenotice by the Company, to register any or all of its Registrable Securities, the Company shall will use its reasonable best efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Shares Securities so registered. If the registration of which the Company has been requested by such Holder or Holders to register to be gives notice is for a registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any public offering under this Section C involving an underwriting, the Company shall not so advise the holders of Registrable Securities as a part of the written notice given pursuant to this Section 6.4. In such event the right of any holder of Registrable Securities to registration pursuant to this Section 6.4 shall be required to include any Registrable Shares conditioned upon such holder’s participation in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Companyextent provided herein. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number All holders of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares Securities proposing to distribute their securities in an offering under this Section C involving an through such underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 6.4, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the Company INVESTOR RIGHTS AGREEMENT shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in by the Investors, allocated pro rata among the Investors based on the number of shares owned by each such Investor, (iii) the Registrable Securities requested to be included in such registration by all other holders of Registrable Securities, allocated pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by such holder, and (iv) fourth, other securities requested to be included in such registration. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 6.4 without thereby incurring any liability to the holders of Registrable Securities. If any holder of Registrable Securities disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Incidental Registration. (i) Whenever If the Company at any time proposes to file a Registration Statement register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other except with respect to registration statements on Forms S-4 or S-8 or another form of registration statement not available for registering Common Stock for sale to the public generally), it will give written notice of such proposed registration to the Stockholder no later than thirty (30) days prior to filing a registration relating solely statement. The Stockholder shall have ten(10) days from receipt of such notice from the Company to deliver a written request to the sale of securities to participants in a Company stock or equity compensation plan(such request , a registration relating to "Piggy-back Request") that the resale by the Stockholder of all or a corporate reorganization or other transaction under Rule 145 portion of the Securities ActRegisterable Stock be registered pursuant to the registration statement proposed to be filed by the Company. The Piggy-back Request shall state the number of shares of Registerable Stock as to which such Piggy-back Request relates and the manner in which the Stockholder proposes to sell such Registerable Stock. If such Piggy-back Request is made, a the Company will use its best efforts to cause the resale of the Registerable Stock specified in the Piggy-back Request to be registered for resale in the manner specified in the Piggy-back Request. In the event that any registration on any form that does not include substantially pursuant to this Section 2.2 shall be, in whole or in part, an underwritten public offering (a) the same information as would be required number of shares of Registerable Stock to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time such an underwriting may be reduced if and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon the written request of a Holder or Holders given within twenty (20) days after the Company provides such notice, the Company shall use its reasonable efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares extent that the managing underwriter believes may shall be of the written opinion that such inclusion would adversely affect the marketing of the securities to be sold without causing by the Company in the proposed registration, and (b) in addition to the foregoing, the Company's obligation to register the Registerable Stock specified in the Piggy-back Request shall be contingent upon (i) the Stockholder's agreement to include such adverse effect. If the number of Registrable Shares to be included Registerable Stock in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration, and (ii) upon the Stockholder's execution of any agreements customarily requested by underwriters in accordance such offerings. Notwithstanding anything to the contrary contained herein, in the event that there is a firm commitment underwritten public offering of Common Stock and the Stockholder does not elect to sell its Registerable Stock to the underwriters in connection with such offering, the foregoing is less than Stockholder shall refrain from selling any shares of Registerable Stock during the total number period of shares distribution of the Company's securities by such underwriters and the period in which the Holders of Registrable Shares have requested to be included, then underwriting syndicate participates in the Company may include all securities proposed to be registered by the Company to be sold for its own accountafter market; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employeesStockholder shall, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus event, be entitled to include more shares than sell its Registerable Stock commencing on the 90th day after the effective date of such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Sharesregistration statement. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever the Company proposes Subject to Section 3(g), if at any time Issuer determines to file a Registration Statement registration statement under the Securities Act (other than a registration relating statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the sale of securities to participants in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration Issuer's existing stockholders) on any form that does not include substantially would also permit the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a Securities and such filing is to be on its behalf and/or on behalf of selling holders of its Securities for the general registration in which the only of Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registeredto be sold for cash, at any Issuer shall each such time and from time to time, it will, prior to such filing, promptly give each Rights Holder written notice of such determination setting forth the date on which Issuer proposes to all Holders file such registration statement, which date shall be no earlier than thirty days from the date of such notice, and advising each Rights Holder of its intention right to do so and, upon have Registrable Securities included in such registration. Upon the written request of a any Rights Holder or Holders given within received by Issuer no later than twenty (20) days after the Company provides such date of Issuer's notice, the Company Issuer shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms Act all of the underwriting as agreed upon between the Company and the underwriters selected by itRegistrable Securities that each such Rights Holder has so requested to be registered. If, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter (or, in the registration case of alla non-underwritten offering, or part ofin the written opinion of Issuer), the Registrable Shares that the Holders have requested total amount of such securities to be included would so registered, including such Registrable Securities, will exceed the maximum amount of Issuer's securities which can be marketed: (i) at a price reasonably related to the then current market value of such securities; or (ii) without otherwise materially and adversely affect such public affecting the entire offering, ; then the Company Issuer shall be required entitled to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If reduce the number of shares of Registrable Shares Securities to be included in the underwriting in accordance with the foregoing is not less than one-third of the total number of shares which in such offering; provided that in any such case the Holders number of Registrable Shares have requested to be included, then the Company may include all securities proposed shares of Securities to be registered by on behalf of all other selling stockholders is reduced on a pro rata basis based on the Company to be sold for its own account; provided, however, that the aggregate number of Registrable Shares shall not be reduced unless all other securities Securities owned by each selling stockholder at the time of filing the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Companystatement. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess Such reduction shall be allocated among other requesting all such Rights Holders pro rata based upon their total ownership in proportion (as nearly as practicable) to the amount of Registrable SharesSecurities owned by each Rights Holder at the time of filing the registration statement. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever the Company proposes to file a Registration Statement (other than a registration relating solely to the sale In connection with any Public Offering of securities to participants in a Company stock or equity compensation planIceWEB securities, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon the written request of a Holder or Holders given within twenty (20) days after the Company provides such notice, the Company shall use its reasonable efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company Shareholders shall have the right to postpone require IceWEB to include all or withdraw (at Shareholder's election) any portion of the IceWEB Shares and Option Shares (provided the IceWEB Options have been exercised prior to the first filings with the Securities & Exchange Commission in connection with the Public Offering). Notwithstanding the foregoing, if the underwriters shall advise IceWEB in writing that, in their experience and professional opinion arrived at in good t faith based upon existing market conditions, inclusion of such number of IceWEB Shares and/or Option Shares (together with the shares of Common Stock requested for registration effected pursuant by any other I selling equity holders) will adversely affect the price or distribution of the securities to this Section C be offered in such Public Offering solely for the account of IceWEB, then Holder shall then have the right j to include only such number of IceWEB Shares and/or Option Shares that such advice by the underwriters indicates may be distributed without obligation adversely affecting the distribution of the securities solely for IceWEB's account. As between Shareholders and any other holders of IceWEB Common Stock requesting to any Holder other than pursuant to Section E. (ii) be included in such Public Offering, such availability for inclusion in the registration for such Public Offering shall be allocated pro rata based upon the ; total number of shares of IceWEB Common Stock owned or purchasable. In connection with any offering under this Section C involving an underwritingunderwritten Public Offering, the Company provided that all other holders of equity interests of IceWEB are subject to identical (or more restrictive) restrictions with respect to their equity interests, then Shareholders shall agree to refrain from selling or otherwise transferring (other than to affiliates) any IceWEB Shares not be required to include any Registrable Shares included in such underwriting unless Public Offering for a period of time (not to exceed 14 calendar days prior to and 180 calendar days after the Holders thereof accept the terms effective date of the underwriting registration statement for such Public Offering) as agreed upon between may be appropriate under the Company circumstances and reasonably requested by IceWEB and the underwriters selected by it, and then only in for such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be included, then the Company may include all securities proposed to be registered by the Company to be sold for its own account; provided, however, that the number of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of the Company. If any Holder would thus be entitled to include more shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, of securities distributing their shares through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Incidental Registration. (i) Whenever If the Company at any time proposes to file on its behalf or on behalf of any of its security holders a Registration Statement registration statement under the Securities Act on any form (other than a registration relating solely to statement on Form S-4 or S-8 or any successor form unless such forms are being used in lieu of or as the sale of securities to participants in a Company stock or equity compensation planfunctional equivalent of, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on rights) for any form class that does not include substantially is the same information as would be required or similar to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to timeSecurities, it will, prior to such filing, will give written notice setting forth the terms of the proposed offering and such other information as the Holders may reasonably request to all Holders holders of its intention Registrable Securities at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to do so and, upon include in such filing such Registrable Securities as any Holder may request. Each Holder of any such Registrable Securities desiring to have Registrable Securities registered under this Section 7.02 will advise the written request of a Holder or Holders given Company in writing within twenty thirty (2030) days after the date of receipt of such notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company provides will thereupon include in such noticefiling the number of Registrable Securities for which registration is so requested, the Company shall and will use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered effect registration under the Securities Act; provided that Act of such Registrable Securities. Notwithstanding the Company shall have foregoing, if the right to postpone managing underwriter or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any underwriters, if any, of such offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the deliver a written opinion to each Holder of the underwriters, jeopardize such Registrable Securities that the success of the offering would be materially and adversely affected by the Company. If in the written opinion inclusion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have Securities requested to be included, then the Company may include all amount of securities proposed to be offered for the accounts of Holders will be reduced first by reducing the Registrable Securities of F-Jotan to be registered by in such offering and second pro rata (according to the Company Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be sold for its own accountincluded in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the number account of Registrable Shares shall not be reduced unless all other securities of the Company are first excluded from the underwriting (including securities held by employees, officers and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock of Persons as well as the Company. If any Holder would thus be entitled , then with respect to include more shares than such Holder requested the Registrable Securities intended to be registeredoffered by Holders, the excess shall be allocated among other requesting Holders pro rata based upon their total ownership proportion by which the amount of Registrable Shares. (iii) All Holders of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and other shareholders, if any, such class of securities distributing their shares through intended to be offered by Holders is reduced will not exceed the proportion by which the amount of such underwritingclass of securities intended to be offered by such other Persons (other than the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwritingis reduced.

Incidental Registration. (i) Whenever If at any time the Company proposes to file shall ----------------------- propose the filing of a Registration Statement (on an appropriate form under the Securities Act of any securities of the Company, otherwise than pursuant to Section 8.1 hereof and other than a registration relating solely to the sale of securities to participants statement on Forms S-8 or S-4 or any equivalent form then in a Company stock or equity compensation plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, at any time and from time to time, it will, prior to such filing, give written notice to all Holders of its intention to do so and, upon the written request of a Holder or Holders given within twenty (20) days after the Company provides such notice, the Company shall use its reasonable efforts to cause all Registrable Shares which the Company has been requested by such Holder or Holders to register to be registered under the Securities Act; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section C without obligation to any Holder other than pursuant to Section E. (ii) In connection with any offering under this Section C involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity, subject to the restrictions set forth below, as will not, in the written opinion of the underwriters, jeopardize the success of the offering by the Company. If in the written opinion of the managing underwriter the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would adversely affect such public offeringeffect, then the Company shall be required to give the holders of Registrable Securities, XIST LTD. and Vanguard notice of such proposed registration and shall include in any Registration Statement relating to such securities all or a portion of the underwriting only that number Registrable Securities and Common Stock then owned by such holders, which such holders shall request (such holders to be considered Selling Investors), by notice given by such holders to the Company within 30 days after the giving of such notice by the Company, to be so included. In the event of the inclusion of Registrable Shares that the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares Securities and Common Stock pursuant to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Holders of Registrable Shares have requested to be includedthis Section 8.3, then the Company may include shall bear all securities proposed to be registered by of the Company to be sold for its own accountCosts and Expenses of such registration; provided, however, that the Selling Investors shall pay, pro rata based upon the number of Registrable Shares shall not be reduced unless all other Securities and Common Stock included therein, the underwriters discounts and compensation. In the event the distribution of securities of the Company are first excluded from covered by a Registration Statement referred to in this Section 8.3 is to be underwritten, then the underwriting (including securities held by employees, officers Company's obligation to include Registrable Securities and directors) and the Holders of Registrable Shares who have requested registration shall participate in the underwriting pro rata based upon their total ownership of shares of Common Stock in such Registration Statement shall be subject, at the option of the Company. If any Holder would thus be entitled , to include more shares than such Holder requested to be registered, the excess following further conditions: (a) The distribution for the account of the Selling Investors shall be allocated among other requesting Holders pro rata based upon their total ownership underwritten by the same underwriters who are underwriting the distribution of Registrable Shares. (iii) All Holders the securities for the account of Registrable Shares proposing to distribute their securities in an offering under this Section C involving an underwriting shall (together with the Company and/or any other persons whose securities are covered by such Registration Statement, and other shareholders, if any, of securities distributing their shares through such underwriting) the Selling Investors will enter into an agreement with such underwriters containing customary provisions; (b) If the underwriting agreement in customary form entered into with the underwriter aforesaid underwriters contains restrictions upon the sale of securities of the Company, other than the securities which are to be included in the proposed distribution, for a period not exceeding 150 days from the effective date of the Registration Statement, then such restrictions will be binding upon the Selling Investors and, if requested by the Company, the Selling Investors will enter into a written agreement to that effect; and (c) If the underwriters state in writing that they are unwilling to include any or underwriters selected for all of the underwritingSelling Investors' securities in the proposed underwriting because such inclusion will materially interfere with the orderly sale and distribution of the securities being offered by the Company, then the number of Selling Investors' securities to be included will be reduced pro rata on the basis of the number of shares owned by such holders, or there will be no inclusion of Selling Investors' securities in the registration statement and proposed distribution, in accordance with such statement by the underwriters.